Esyasoft and CyanConnode Holdings plc (LON:CYAN) have announced that they have reached agreement on the terms and conditions of a recommended cash offer for the entire issued and to be issued ordinary share capital of CyanConnode (the “Acquisition“). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
· Under the terms of the Acquisition, each CyanConnode Shareholder will be entitled to receive:
For each CyanConnode Share: 10.165 pence in cash
· The Cash Consideration represents a premium of approximately:
o 40 per cent. to the Closing Price of 7.25 pence per CyanConnode Share on 2 February 2026 (being the last Business Day before the commencement of the Offer Period);
o 53 per cent. to the volume weighted average price of 6.64 pence per CyanConnode Share for the one-month period ended 2 February 2026 (being the last Business Day before the commencement of the Offer Period);
o 54 per cent. to the volume weighted average price of 6.58 pence per CyanConnode Share for the three-month period ended 2 February 2026 (being the last Business Day before the commencement of the Offer Period);
o 52 per cent. to the volume weighted average price of 6.67 pence per CyanConnode Share for the six-month period ended 2 February 2026 (being the last Business Day before the commencement of the Offer Period); and
o 63 per cent. to the Closing Price of 6.25 pence per CyanConnode Share on 28 January 2026 (being the last Business Day before the Company’s receipt of an initial approach from Esyasoft).
The Acquisition values the entire issued and to be issued share capital of CyanConnode at approximately £36.5 million on a fully diluted basis and implies an enterprise value of approximately £58.5 million.
If, on or after the date of this Announcement and on or prior to the Effective Date, any dividend and/or other distribution and/or return of capital is authorised, declared, made or paid or becomes payable in respect of CyanConnode Shares, Esyasoft reserves the right to reduce the Cash Consideration payable under the terms of the Acquisition by an amount equal to all or part of any such dividend and/or other distribution and/or return of capital, in which case CyanConnode Shareholders would be entitled to receive and retain any such dividend and/or other distribution and/or return of capital. Any exercise by Esyasoft of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition.
It is intended that the Acquisition will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. However, Esyasoft reserves the right to elect to implement the Acquisition by way of a Takeover Offer (subject to the consent of the Panel and the terms of the Co-operation Agreement).
Background to and reasons for the Acquisition
The Esyasoft Group is recognised as a leader in smart grid technology with a comprehensive array of engineering, manufacturing, IT, and analytics products and solutions, serving the power, water and gas markets. The Esyasoft Group is accelerating the energy transition with integrated smart grid and carbon infrastructure solutions and its vision is to be the world’s largest energy transition company.
The Esyasoft Group provides an integrated array of smart utility solutions, including smart meters, EV charging infrastructure, battery storage, advanced software development, and insightful analytics. The Esyasoft Group is a pioneer in supplying AI-powered technology and analytics solutions for worldwide energy transition projects and its industry leading Smart Meter Data Management platform, which is featured consistently in Gartner’s Market Guide for Meter Data Management Systems, serves more than 50 million consumer meter connections. It serves ten countries from six regional hubs including India, the UK, North America, Eastern Europe and Central Asia, Gulf Cooperation Council countries, and Southeast Asia, and is expanding its international business to serve over 15 countries by 2030. Last year, the Esyasoft Group also completed the acquisition of UK-listed Good Energy Group PLC, a green Energy-as-a-Service business.
CyanConnode’s technology portfolio, project delivery capabilities and established relationships with utilities, governments and regulators, particularly in India where it is empanelled as an Advanced Metering Infrastructure Service Provider (“AMISP“) and has been active in the Indian smart metering market for over 15 years, represent a natural complement to the Esyasoft Group’s platform of integrated smart grid and carbon infrastructure solutions.
The Esyasoft Group has a robust and longstanding strategic relationship with CyanConnode, including through the provision of significant financial support and project funding, and believes there is a high degree of complementarity between its business model, markets, products and expertise, and those of CyanConnode. Just as importantly, the Esyasoft Group also believes there is a shared strategic focus on the deployment of scalable smart energy infrastructure solutions between the two organisations.
Under its ownership and with sufficient investment, recognising the significant ongoing capital requirements that CyanConnode faces in order to execute its strategy, the Esyasoft Group believes the Acquisition would deliver commercial, operational and funding synergies. The Esyasoft Group believes it will help CyanConnode to accelerate its growth in India, where Esyasoft’s software is deployed across a substantial number of smart meters, and internationally. It also considers that there are cross-selling opportunities that can be realised not only between CyanConnode and the Esyasoft Group, but also across the broader group of entities comprising the Esyasoft Group’s parent company group. The Esyasoft Group’s vision is to establish CyanConnode as a leading global smart metering communications business within a fully integrated smart grid platform.
Background to and reasons for the recommendation
The CyanConnode Directors believe that, while the Company is well positioned in its markets and has built a solid pipeline of business, having carefully considered both the progress made in recent years and the scale of the opportunities ahead, this needs to be balanced against the significant funding requirements necessary to execute on such opportunities.
Background to Esyasoft’s offer
On 29 January 2026, CyanConnode received an indicative non-binding offer letter from Esyasoft, regarding a possible all cash offer for the Company, valuing its entire issued and to be issued ordinary share capital at £35 million, representing approximately 9.75 pence per CyanConnode Share (the “First Indicative Offer”). Following a subsequent increase to the CyanConnode Share price, the First Indicative Offer was announced on 3 February 2026, commencing the Offer Period. The CyanConnode Directors considered the First Indicative Offer carefully with its financial adviser and rejected the First Indicative Offer.
Esyasoft subsequently submitted a revised proposal that valued the Company’s entire issued and to be issued ordinary share capital at £37.5 million, equivalent to 10.44 pence per CyanConnode Share (the “Second Indicative Offer”), which, following careful consideration, the CyanConnode Directors confirmed was at a level that they would be willing to recommend unanimously to CyanConnode Shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Takeover Code be announced on such financial terms. The Second Indicative Offer was subject to several pre-conditions, including the completion of satisfactory due diligence by Esyasoft. Details of the Second Indicative Offer were announced on 3 March 2026.
Following completion of its detailed due diligence process, on 16 July 2026, Esyasoft wrote to the CyanConnode Directors raising certain matters arising from its due diligence review, the most significant of which related to certain potential liabilities and the carrying value of certain balance sheet items. To take these matters into account, Esyasoft proposed a revised offer valuing CyanConnode’s entire issued and to be issued share capital at £36.5 million, equivalent to 10.165 pence per CyanConnode Share (the “Second Revised Proposal”). In accordance with their fiduciary duties, the CyanConnode Directors carefully considered Esyasoft’s findings and the rationale for the proposed price adjustment and, after negotiations and consulting with its financial adviser, agreed that this modest reduction in the valuation was acceptable. Accordingly, the CyanConnode Directors confirmed the Second Revised Proposal was at a level that they would be willing to recommend unanimously to CyanConnode Shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Takeover Code be announced on such financial terms. Details of the Second Revised Proposal were announced on 21 July 2026.
Operational progress and market position
Since 2020, CyanConnode has established a strong position within India’s rapidly expanding smart metering market, supported by the Indian Government’s Revamped Distribution Sector Scheme (“RDSS”). The Company has secured a number of large contracts and follow-on orders across multiple Indian states, working with customers and partners, including its largest customer, Esyasoft. These include strategic framework agreements and, in 2024, the Company’s largest contract to date for 6.5 million communication modules, awarded by Esyasoft. Since then, Esyasoft has been a key partner in growing the Company’s pipeline and has subsequently placed additional orders in the Middle East.
The CyanConnode Directors note the long-standing strategic relationship between CyanConnode and Esyasoft, which has developed over approximately 12 years. Esyasoft has become a key commercial and financial partner to the Company, having provided US$20.25 million of convertible loan funding to CyanConnode (further details of which are set out in paragraph 13 below). The CyanConnode Directors entered into these loan arrangements seeking to minimise dilution for CyanConnode Shareholders, having taken into account investor feedback received over a number of years. In addition, Esyasoft is a principal subcontractor on the Goa AMISP project, providing meters, installation services, meter data management and associated software, and is supporting the substantial funding of the rollout. The CyanConnode Directors further recognise Esyasoft’s broader capabilities, including its international reach and its ultimate ownership by International Holding Company PJSC (“IHC”), a substantial and well-capitalised global organisation.
The CyanConnode Directors also recognise that the Company has evolved beyond a pure communications provider and has begun expanding into AMISP opportunities through its DigiSmart Networks Private Limited (“DigiSmart”) platform, including its first AMISP contract in Goa.
Funding requirements and execution risk
The CyanConnode Directors recognise that the scale of the opportunity in India and its other target markets brings with it significant operational, execution and working capital requirements. In particular, advanced metering infrastructure (“AMI”) deployments in India require significant funding, much of which is required upfront in order to unlock the secured contracts, which can be up to £40 per meter. When applied across projects involving millions of units, this results in substantial upfront capital requirements and, in order to execute on its full order book, the CyanConnode Directors believe this would require funding in the order of a multiple of the Company’s prevailing market capitalisation.
In addition, the procurement process for large-scale, multi-year contracts is complex and characterised by extended and often unpredictable timelines to revenue. This creates challenges in forecasting and results in a volatile working capital profile. The CyanConnode Directors believe that these factors present increasing challenges for CyanConnode as a standalone company in competing with larger, better-capitalised market participants.
Market conditions and access to capital
The CyanConnode Directors have taken into account prevailing stock market conditions, including ongoing pressure on the AIM market, constrained liquidity and continued outflows from institutional investors. A number of CyanConnode’s long-standing shareholders, including its major institutional investors, have reduced or exited their positions over time, contributing to share price volatility and weakness and limiting the Company’s ability to raise additional equity at enhanced valuation levels and without significant shareholder dilution. In light of these factors, the CyanConnode Directors believe that the Company’s ability to raise meaningful further equity funds on the AIM market is likely to be constrained and any funds raised would likely be at a significant discount to the prevailing market price.
The CyanConnode Directors note that, over a number of years, CyanConnode Shareholders have expressed a preference for the Company to explore alternative sources of funding rather than continued reliance on equity placings. As a result, CyanConnode has engaged with a range of potential investors, particularly in the context of supporting growth in India by investing directly into CyanConnode’s Indian subsidiary, but the Company has not identified or received any offers of alternative funding on terms that the CyanConnode Directors believe would have been in the best interests of CyanConnode Shareholders. In addition, the CyanConnode Directors believe that participation in large-scale AMI opportunities increasingly requires the support of substantial financial partners, with the scale and balance sheet strength to underwrite such projects, such as the Esyasoft Group.
Strategic rationale for the Acquisition
Against this backdrop, the CyanConnode Directors have carefully evaluated the Acquisition. The CyanConnode Directors consider that Esyasoft, as a larger and well-capitalised group, is well positioned to provide the resources and support required to accelerate CyanConnode’s growth and enhance its ability to deliver its order book and pipeline of opportunities.
The CyanConnode Directors believe that the combination with Esyasoft would provide a number of strategic benefits, including enhanced access to capital, improved delivery capability, complementary technology and service offerings, and the ability to leverage Esyasoft’s international footprint to support expansion into new markets.
The transaction would also remove the costs, regulatory burden and constraints associated with being a UK publicly quoted company.
The CyanConnode Directors have also considered Esyasoft’s intentions with respect to CyanConnode’s employees and believe that the Company’s workforce is likely to benefit from enhanced opportunities within a larger and better-resourced organisation.
Conclusions of the CyanConnode Directors
The CyanConnode Directors believe the Cash Consideration of 10.165 pence per CyanConnode Share represents a compelling opportunity for CyanConnode Shareholders to crystallise certain value, in cash, at a higher value than the CyanConnode Directors believe could be achieved in the short to medium term as a standalone company, and at an attractive premium of approximately:
· 40 per cent. to the Closing Price of 7.25 pence per CyanConnode Share on 2 February 2026 (being the last Business Day before the commencement of the Offer Period);
· 53 per cent. to the volume weighted average price of 6.64 pence per CyanConnode Share for the one-month period ended 2 February 2026 (being the last Business Day before the commencement of the Offer Period);
· 54 per cent. to the volume weighted average price of 6.58 pence per CyanConnode Share for the three-month period ended 2 February 2026 (being the last Business Day before the commencement of the Offer Period);
· 52 per cent. to the volume weighted average price of 6.67 pence per CyanConnode Share for the six-month period ended 2 February 2026 (being the last Business Day before the commencement of the Offer Period); and
· 63 per cent. to the Closing Price of 6.25 pence per CyanConnode Share on 28 January 2026 (being the last Business Day before the Company’s receipt of an initial approach from Esyasoft).
The CyanConnode Directors would also note that, despite the Possible Offer being in the public domain since 3 February 2026, the Company has not had any approaches or proposals from other potential offerors.
The CyanConnode Directors have also considered Esyasoft’s stated intentions for the business, management and employees and other stakeholders of CyanConnode and believe Esyasoft is strongly equipped to support CyanConnode with the next phase of its growth.
Accordingly, following careful consideration of the merits of the Acquisition and following extensive consultation with their advisers, and given the current market environment and the risks associated with executing the Company’s strategy on a standalone basis, the CyanConnode Directors have unanimously determined that the Acquisition is in the best interests of CyanConnode and CyanConnode Shareholders as a whole.
Recommendation
The CyanConnode Directors, who have been so advised by Strand Hanson as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the CyanConnode Directors, Strand Hanson have taken into account the commercial assessments of the CyanConnode Directors. Strand Hanson is providing independent financial advice to the CyanConnode Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the CyanConnode Directors intend to unanimously recommend that CyanConnode Shareholders vote (or procure votes) in favour of the Scheme at the Court Meeting and the CyanConnode Resolution(s) at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) as the CyanConnode Directors who hold or control CyanConnode Shares have irrevocably undertaken to do in respect of 39,526,006 CyanConnode Shares in total, representing in aggregate approximately 11.01 per cent. of CyanConnode’s ordinary share capital in issue as at the Latest Practicable Date. These irrevocable undertakings remain binding in the event a higher competing offer is made for CyanConnode by a third party.
Irrevocable Undertakings
In addition to the irrevocable undertakings given by the CyanConnode Directors referred to above, Esyasoft has also received irrevocable undertakings from Doxa Partners LLP and Barrie Tyler to vote (or procure the vote) in favour of the Scheme at the Court Meeting and the CyanConnode Resolution(s) at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of 53,927,215 CyanConnode Shares, representing in aggregate approximately 15.02 per cent. of CyanConnode’s ordinary share capital in issue as at the Latest Practicable Date.
Esyasoft has therefore received, in aggregate, irrevocable undertakings in respect of 93,453,221 CyanConnode Shares, representing in aggregate approximately 26.03 per cent. of CyanConnode’s ordinary share capital in issue as at the Latest Practicable Date.
Further details of these irrevocable undertakings, including the circumstances in which they may lapse, are set out in paragraph 6 of this Announcement and in Appendix 3 to this Announcement.
Information relating to Esyasoft and the Esyasoft Group
Esyasoft is a private company incorporated in England and Wales and is wholly-owned by the Esyasoft Group.
The Esyasoft Group is a Dubai-headquartered global business specialising in manufacturing state-of-the-art IoT devices and providing a suite of software solutions designed to enhance energy distribution and management. The Esyasoft Group has operations in the UAE, USA, the UK, Azerbaijan, Europe and India. The Esyasoft Group was founded by Bipin Chandra in 2014 and has been a subsidiary of Sirius International Holding Limited since 2023. Sirius is one of the principal operating subsidiaries of IHC.
Sirius is a global Abu Dhabi-based holding company that leverages disruptive technologies to drive cross-sector digital transformation and engineer sustainable solutions to combat climate change. Its business sectors include government digitalisation, AI & blockchain solutions, smart utilities, digital transformation, healthcare technology, and sustainability and climate solutions. Sirius has a portfolio of more than 20 subsidiaries operating in more than 12 countries.
IHC (ADX:IHC) is an Abu Dhabi-based publicly listed holding company comprising more than 100 entities in a growing number of sectors, including real estate, marine and dredging, hospitality and leisure, food and agriculture, technology, financial services, energy services and others. IHC was founded in 1998 as part of an initiative to diversify and grow non-oil business sectors in the United Arab Emirates and is one of the fastest growing holding companies in the region. By market capitalisation (approximately £168 billion as at the Latest Practicable Date), it is currently the largest company on the Abu Dhabi Securities Exchange. IHC’s ultimate parent entity is Royal Group Holding LLC, an Abu Dhabi incorporated private holding company which is controlled by a member of the Abu Dhabi royal family.
Information relating to CyanConnode
CyanConnode is a global provider of IoT communication and smart metering solutions. Its comprehensive technology portfolio includes narrowband RF mesh, advanced cellular modules, and hybrid communication platforms, delivering scalable and cost-effective connectivity for smart energy and infrastructure applications.
The Company’s flagship Omnimesh platform offers highly reliable, self-forming and self-healing networks, optimised for deployment across diverse geographic and environmental conditions. Complemented by innovations such as long-range RF, in-meter gateways, and AI-enhanced cellular connectivity, CyanConnode provides flexible solutions tailored to evolving utility needs.
CyanConnode’s Universal Head-End System enables seamless integration across multiple communication technologies, enhancing interoperability and simplifying network management at scale.
As a trusted AMISP and OEM partner, CyanConnode works with utilities, system integrators, and meter manufacturers through a global, vendor-agnostic ecosystem. The Company is playing a central role in the digital transformation of the energy sector, with projects spanning India, Southeast Asia, the Middle East, and Europe.
Timetable and Conditions
· It is intended that the Acquisition will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. However, Esyasoft reserves the right to elect to implement the Acquisition by way of a Takeover Offer (subject to the consent of the Panel and the terms of the Co-operation Agreement).
· The Acquisition is conditional on, among other things, the approval of the requisite majorities of the Scheme Shareholders at the Court Meeting and the CyanConnode Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, the approval of the CyanConnode Resolution(s) by CyanConnode Shareholders representing at least 75 per cent. of votes cast at the General Meeting (expected to be held immediately after the Court Meeting) is also required for the implementation of the Scheme. Following the Court Meeting, the Scheme must be sanctioned by the Court. Finally, a copy of the Court Order must be delivered to the Registrar of Companies, upon which the Scheme will become Effective. The Scheme must become Effective by no later than the Long Stop Date.
· The Acquisition will be made in accordance with the Takeover Code and on the terms and subject to the Conditions which are set out in Appendix 1 to this Announcement and on the further terms and conditions that will be set out in the Scheme Document.
· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, and which will be accompanied by the Forms of Proxy, will be published as soon as reasonably practicable, and in any event within 28 days of this Announcement (or such later time as Esyasoft, CyanConnode and the Panel agree and, if required, the Court may approve). The Scheme Document will specify the actions to be taken by CyanConnode Shareholders and will contain an expected timetable for the implementation of the Scheme.
· The Scheme is expected to become Effective before 31 October 2026, subject to the satisfaction or, where permitted, waiver of the Conditions set out in Appendix 1 to this Announcement.
Commenting on the Acquisition, Bipin Chandra, CEO and Founder of Esyasoft, said:
“We have worked alongside CyanConnode for many years and have great respect for what the team has built and their shared commitment to deliver smart IoT technologies towards a green and sustainable energy future. We have a strong track record of supporting businesses across the critical energy infrastructure and smart technology sectors and our portfolio of services is highly complementary to CyanConnode’s. We therefore see a natural strategic fit between our two organisations and believe that by deepening our strategic partnership, we can support CyanConnode in capitalising on the significant opportunities before it, both in India and internationally.”
Commenting on the Acquisition, Björn Lindblom, Chairman of CyanConnode, said:
“CyanConnode has made good progress in recent years, establishing a competitive market position in India’s smart metering sector, securing large long-term contracts and building a reasonable pipeline of opportunities. The CyanConnode Board believes that Esyasoft has the required scale, financial strength and strategic alignment with CyanConnode to help accelerate the delivery of these opportunities and support the Company’s next stage of growth.”
This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement. Appendix 3 contains a summary of the irrevocable undertakings received in relation to this Acquisition. Appendix 4 contains definitions of certain expressions used in this summary and in this Announcement.
