The first major tech takeover deal on the ASX for 2025 is afoot after the board of Melbourne-headquartered backup, recovery and protection software company Dropsuite (ASX: DSE) agreed to a $420 million offer from Texas-based IT automation giant NinjaOne.

The two companies have entered a scheme implementation deed (SID) for NinjaOne to buy 100 per cent of Dropsuite for $5.90 per share, representing a 34.1 per cent premium to the previous trading price of DSE shares.

The $420 million equity valuation considers the planned issuing of almost one million performance rights.

Dropsuite's board unanimously recommends the deal which is expected to go to a shareholder vote in early May, and the company's largest shareholder Topline Capital Management, with its 31 per cent holding, intends to vote in favour.

"The Dropsuite board has carefully considered the proposed scheme and evaluated a range of factors in arriving at its unanimous recommendation to vote in favor of the scheme, subject to the customary qualifications," says Dropsuite non-executive chairman Theo Hnarakis.

"While the board is highly confident in the long-term fundamentals and growth prospects of the company, we believe the scheme represents a compelling opportunity for shareholders to realise their investment in Dropsuite, for 100 per cent cash at an attractive premium to where Dropsuite has historically traded.

"Importantly, the board believes the combination of NinjaOne and Dropsuite’s complementary offerings will deliver enhanced solutions and expanded capabilities to our partners and customers globally."

The agreement is subject to a break fee of $4.2 million, and still requires an assessment from an independent expert to determine whether it is in the best interests of shareholders, in addition to a Australian Foreign Investment Review Board (FIRB) approval.

NinjaOne highlights that employees are spending more time in Software as a Service (SaaS) applications on more devices than ever before, making them prime targets for malicious actors and a common source of IT incidents.

According to US consultancy Gartner, by 2028 three quarters of enterprises will prioritise backup of SaaS applications as a critical requirement, compared with 15 per cent in 2024.

"Dropsuite will help our customers be more successful by extending data protection from the endpoint to SaaS applications, automating and simplifying backup, and filling critical data protection gaps," says NinjaOne co-founder and CEO Sal Sferlazza.

"We are watching the concept of an ‘endpoint’ evolve from a device to a user in real time. The growth of SaaS applications, BYOD, and the move to remote and hybrid work have transformed customer expectations for endpoint management platforms. Organisations must protect and manage not only the personal and professional devices used by customers and employees but also the applications they use."

Dropsuite's Singapore-based CEO Charif El-Ansari says the company is thrilled to be joining NinjaOne.

"By joining NinjaOne, Dropsuite will be able to help provide customers with the tools needed to backup and protect endpoints and the most mission-critical SaaS applications from a single platform. We believe this will contribute to the continued success of our customers and our distribution partners," El-Ansari says.

NinjaOne's president, CFO and co-founder Chris Matarese says what impressed him during due diligence was Dropsuite's obsession with customer success, with its product widely loved across its customer base and nearly 1.5 million people who rely on it.

"We have long said we are a build before buy company, and we want to assure our customers and partners that we have passed on a number of potential acquisitions and spent a lot of time to ensure that Dropsuite is as easy to use and deeply integrated into the NinjaOne automated endpoint management platform as the rest of our product suite," says Matarese.

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