Prophecy calls off proposed merger with Complexica

ASX-listed enterprise software company Prophecy International and Complexica have today mutually agreed to terminate the proposed merger between the two companies.

Complexica, a 2018 Impacts Awards finalist, has commercialised a modularised software platform called Decision Cloud, powered by its AI engine, and provides software for supply and demand optimisation, particularly for manufacturers, wholesalers & distributors and retailers.

Prophecy is the holding company for Snare, which develops a suite of advanced threat intelligence software solutions, and eMite, which develops advanced real-time analytics and dashboard solutions to be deployed into IT environments.

In August, Prophecy agreed to acquire Complexica and entered into an Implementation Deed setting out the terms of the all-scrip merger, but have now said that the proposed merger is "not in the best interests of either party or their respective shareholders at this time".

"Terminating the proposed merger enables the Prophecy Board to focus the Company's resources on the business," the company stated in an announcement.

"Prophecy and Complexica will consider if there are mutually beneficial opportunities to collaborate in relation to product implementation going forward."

As a result of the cancellation of the merger, the Sale and Purchase Agreements entered into between Prophecy and each holder of Complexica shares have automatically terminated in accordance with their terms.

In the proposal of the merger, Prophecy also announced the intention to undertake an on-market share buy back of up to $1.5 million worth of ordinary shares, subject to completion of the Proposed Merger. As the proposed merger will no longer complete, Prophecy advised that the proposed on-market share buy back will not proceed.

At the time the proposed merger was announced, Prophecy’s chairman Ed Reynolds said the move would unite his company's enterprise applications and 40+ year track record of serving blue-chip customers with Complexica’s AI capabilities.

"Together, we are creating an AI-first, end-to-end solution that will be the first of its kind on the ASX," he said.

"The Complexica team shares our strategic vision, and we are excited by the compelling product synergies and significant growth opportunities that will be unlocked through the proposed merger of our businesses.”

In September, Prophecy's CEO Brad Thomas resigned.