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The claws are out in what is becoming a bitter tussle for control of Adobe Acrobat alternative and e-signature group Nitro Software (ASX: NTO), with KKR-backed Alludo labelling rival Potentia Capital’s latest statements as a ‘tactic designed to disrupt’ the Canadian company’s off-market takeover.
Having earlier this week determined it would press on with an off-market buy-out of Nitro shares after the target’s shareholders failed to back Alludo’s takeover plans, the software company has until 3 March to build a 50.1 per cent interest in Nitro.
However, its plans could be derailed should Potentia Capital’s latest statements turn into a serious offer for Nitro.
Yesterday, Nitro told shareholders that Potentia ‘may be in a position’ to increase its takeover offer from $2 per Nitro share to between $2.20 to $2.30 per share - ahead of Alludo’s current offer of $2.15 per share.
The Potentia offer - essentially a hypothetical at this point - is subject to performance of due diligence on Nitro, which has been granted by the target until 5pm on 22 February.
This development has raised the ire of the Canadian software multinational, which claims Potentia is being allowed to ‘manipulate the process’ and that its latest proposal is ‘not genuine’.
The competitive bidding process between the two kicked off in earnest back in October last year when Potentia first lobbed a $1.80 per share bid for Nitro.
“Potentia Capital’s latest proposal provides no certainty as to whether there will be a price increase under the Potentia Takeover Offer, the amount of any price increase or how any price increase will be funded,” Alludo said.
“It is nothing more than a tactic designed to disrupt the Alludo Takeover Offer by creating the illusion that a higher price may be offered.
“The decision to grant due diligence access to Potentia has put the Alludo Takeover Offer at risk.”
The company added that shareholders ‘now face the real possibility’ that they will miss out on Alludo’s 'best and final' $2.15 per Nitro share bid, and be left with just $2 per share under Potentia’s originally planned offer.
Alludo said the deadline of 22 February was “more than enough time to complete a due diligence exercise on a publicly listed company of Nitro’s profile”.
“It is critical that there is no extension of the due diligence deadline and that, by the deadline, Nitro Shareholders have absolute clarity on whether Potentia Capital will make a superior proposal (and, if so, the terms of that proposal),” Alludo said.
“If Potentia Capital does not make a superior proposal by the deadline, then Nitro shareholders will know with confidence that Potentia Capital has no intention of doing anything other than attempting to frustrate the Alludo takeover offer (to the detriment of Nitro shareholders).”
In the meantime, as per Nitro’s statement on Wednesday, the software company's board still unanimously recommends the Alludo takeover offer.
Shares in Nitro are up 0.47 per cent to $2.16 per share at 10.19am AEDT.
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