Deal Profile | Gadens advises The Citadel Group on sale to Pacific Equity Partners

Gadens has advised the Board of The Citadel Group (Citadel) (ASX: CGL) on its entry into a binding Scheme Implementation Deed with Pacific Group Bidco Pty Ltd, an entity owned by funds advised by Pacific Equity Partners (PEP), under which it is proposed that PEP will acquire 100% of the shares in Citadel by way of a scheme of arrangement. The transaction has an enterprise value of A$503.1m, valuing Citadel’s equity at A$448.6m. The transaction is subject to customary conditions with a scheme meeting to approve the transaction expected to be held in early December 2020.

Gadens has advised Citadel, an enterprise software and service company, for a number of years and was pleased to continue to do so on their sale to Australian private equity investment firm, PEP. The sale gives further opportunity for Citadel to grow and expand their operations in the technology sector with the option for its current shareholders to retain an indirect interest in the business.

Gadens Chairman and head of the corporate team, Jeremy Smith, says: “We are delighted to have had the opportunity to advise Citadel on this transaction. Following its recent acquisitions of the Wellbeing Software Group and Noventus, Citadel has been on a phenomenal growth journey and has positioned itself as one of Australia’s leading software companies. We are extremely proud to have supported Citadel on its journey through an IPO in 2014 and subsequent growth initiatives.”

Reflecting on the team’s recent activities, partner Jol Rogers said: “In a dynamic business environment, Gadens has continued to support its clients on a range of deals from primary and secondary capital raises to more recent engagements as M&A activity has rebounded.”

The acquisition of Citadel follows the recent announcements of Gadens advising 3P Learning on its scheme implementation agreement with IXL Learning, as well as advising 4DMedical on its successful ASX listing last month.

Macquarie Capital (Australia) acted as financier adviser to Citadel.

Deal value: Enterprise value of A$503.1m, equity value of A$448.6m.

Practice group: Corporate Advisory.

Key team members: Gadens partners Jeremy Smith and Jol Rogers led the transaction, supported by senior associate Steven Wambeek, associate William Zhang and lawyer Elizabeth Gregory.