• Dropsuite shareholders to receive A$5.90 per share, representing a 34.1% premium to the last traded price
• Dropsuite Board unanimously recommends the Scheme in the absence of a Superior Proposal
• Dropsuite's largest shareholder, Topline Capital Management, intends to vote in favour of the Scheme

Dropsuite Limited (ASX:DSE) has entered into a Scheme Implementation Deed with NinjaOne, LLC and NinjaOne Australia Pty Ltd to acquire 100% of Dropsuite's shares for A$5.90 per share in an all-cash offer. The Scheme Consideration values Dropsuite's equity at approximately A$420 million and represents a 34.1% premium to the last traded price, a 30.8% premium to the 10-day VWAP, and a 40.6% premium to the 90-day VWAP. The Dropsuite Board unanimously recommends that shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to an Independent Expert concluding that the Scheme is in the best interests of shareholders. Each Dropsuite Director intends to vote their shares in favour of the Scheme, which represents approximately 6.4% of the company's issued capital. Dropsuite's largest shareholder, Topline Capital Management, LLC, which holds 31.0% of the company, has also confirmed its intention to vote in favour of the Scheme, subject to the same qualifications. The Scheme is subject to limited and customary conditions, including FIRB approval, Dropsuite shareholder approval, and Court approval. The Scheme Booklet and Independent Expert's report are expected to be provided to shareholders in March 2025, and the Scheme Meeting is expected to be held in early-May 2025. Subject to the necessary approvals, the Scheme is expected to be implemented in late-May 2025.