() () CEO Cleve Tzung said the firm was “pleased” with the response it is receiving from shareholders after announcing a transformative deal to acquire Passport Technology Inc.

The acquisition “enhances the company's ability to drive growing and sustainable value creation for all shareholders," Tzung told shareholders in a statement Monday.

"We're pleased with the early, overwhelmingly supportive inbound comments we have received from shareholders since we announced the Passport acquisition and look forward to its successful completion."

READ: Australis Capital to acquire casino payment platform Passport Technology, leveraging fintech assets globally

Passport partners with casino operators to increase gaming revenue by delivering funds to the casino floor through cash and cashless payment portals. The technology is in 72 physical casinos with 124 unattended kiosks throughout five countries.

The deal, which complements Australis’ existing fintech assets Cocoon Technology and Paytron should allow Australis to become EBITDA positive in 2021, the company said in a statement.

Australis is planning to change its name to AUSA, it announced last week.

Detailed path to acquisition

In a release Monday, AUSA detailed its path to the Passport acquisition, which included extensive due diligence and strategic advice from third-party firms.

AUSA’s former CEO Scott Dowty is a founder of Passport. The firm held a meeting with its board of directors in March 2020, at which Dowty was not present, to evaluate potential investment opportunities and formed an independent committee to examine a possible deal with Passport more closely.

The first Independent Committee meeting took place on March 6, 2020, during which it was determined negotiations of a potential transaction would be handled primarily between Cleve Tzung, who was at the time AUSA’s chief revenue officer, and Passport’s Kurt Sullivan. A series of meetings followed and independent valuation firm Sycamore was engaged to review the transaction.

"With the assistance of our external legal and financial advisors, the independent committee has at all times been solely focused on what is in the best interests of the company and all of its shareholders," said Roger Swainson, chairman of the Independent Committee.

"While we welcome constructive input and critique from the shareholders whose interests we steadfastly represent, the transaction process we have employed is beyond reproach. Any suggestion otherwise is baseless."

AUSA has also retained McMillan LLP as its legal advisor and Gryphon Advisors Inc as its strategic shareholder advisor, while Longview Communications & Public Affairs will handle strategic communications.

Closing of the acquisition is subject to shareholder approval at AUSA’s upcoming annual general meeting as well as regulatory approval.

Contact Angela at [email protected]

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