On 23 February, PDF software generators Nitro Software [ASX:NTO] announced a further bid put forth from Potentia Capital, in which Potentia offered $2.17 per Nitro Share as an all-cash consideration for takeover.
Nitro’s board was waiting today to recommend whether shareholders should accept the bid when Potentia pushed in a further increase to the consideration for accepting shareholders — under certain conditions.
The newest offer stands at $2.20 per Nitro share — which stands for a limited time — and knocks competing bidder Alludo out of the ring with its $2.17 per share offer.
Today, Nitro’s board has announced its decision, unanimously in favour of Potentia’s latest offer.
On Thursday, Nitro’s share price was sitting at a $2.19 valuation, remaining flat in the week. NTO has risen 56% in the year:
Source: TradingView
Nitro shareholders to vote ‘FOR’ Potentia and ‘AGAINST’ Alludo
This morning, Nitro’s board members voted unanimously for the all-cash consideration under the Potentia Takeover Offer of $2.17 per Nitro share.
The board recommends to ‘promptly’ accept the all-cash consideration of $2.17 per NTO share in the absence of a superior proposal.
Shareholders have also been offered to receive HoldCo Scrip for 25%, 50%, 75%, or 100% of the consideration received for their Nitro Shares accepted into the offer in place of the all-cash consideration.
The Nitro board makes no recommendation in relation to the scrip consideration and advises shareholders who are interested in this offer should read Potentia’s ‘Third Supplementary Bidder’s Statement’ from 23 December.
The all-cash consideration offer includes the sweetening of another 3 cents for Nitro shareholders who accept the offer, provided Potentia gains a relevant interest of at least 75% Nitro shares during the offer period.
Even better, Potentia offers $2.25 per Niro share if, on top of the above condition, by the end of the offer period Potentia’s Scrip Consideration represents a total of at least 25.0% of Nitro Shares accepted in the offer.
Nitro’s board unanimously recommended shareholders ‘reject’ competing bidder Alludo’s takeover offer by taking no action regarding the proposal.
The company stated:
‘The Potentia Takeover Offer has been declared “best and final”, in the absence of a superior proposal. At the time of this announcement, the Nitro Board is not aware of any competing proposal that is likely to emerge. Nitro also notes that the Alludo Takeover Offer of A$2.15 cash per Nitro Share is “best and final”, meaning Alludo is legally precluded from increasing its offer.’
Once the agreement has been cleared, shareholders who accept the offer will receive their consideration within 10 business days.
As it stands, Potentia has a 24.72% interest in Nitro, whereas Alludo has 13.14% Nitro shares.
Nitro has terminated the Alludo Implementation Deed and must now pay Alludo a Break Fee of $5.0 million.
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