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A Melbourne-founded software group that took on Adobe in the pdf market has seen five directors head for the exits today after a long-running takeover tussle came to a close last week, leaving just two representatives from the old guard including its founder.
Since initiating its takeover attempts in August 2022 by acquiring 17 per cent of Nitro Software (ASX: NTO), Sydney-based Potentia Capital Management has recently outcompeted rival bidder, KKR-owned Alludo, and managed to secure a majority holding last week at 51.87 per cent.
Potentia's investment in Nitro, which also provides e-signature and analytics software, rose to more than 56 per cent by Friday.
This is still short of the 75 per cent required under its offer to trigger a higher price of $2.20 per share to be paid out to unitholders, which would rise to $2.25 if at least a quarter of sellers agree to receive a scrip consideration.
As anticipated under the takeover offer, non-executive directors Michael Brown, Lisa Hennessy, Sarah Morgan, Peter Navin and NEXTDC (ASX: NXT) CEO Craig Scroggie have signed off from San Francisco-headquartered Nitro, effective immediately.
This leaves just founder and CEO Sam Chandler and chairman Kurt Johnson from the pre-takeover board, although the later is now in a non-executive role and will only stay in his position for a transitional period.
Potentia's director nominees Andrew Gray and Michael McNamara have been appointed to the Nitro Board, effective immediately, and will stand for election at the 2023 annual general meeting (AGM) if the company is still listed then. In previous years the company has tended to host its AGMs in late May.
Gray is currently Potentia's managing director and is an experienced software and tech investor who is also chairman of Linkly, and has previously chaired such company as Ascender HCM and Livetiles (ASX: LVT).
McNamara has been a partner at Potentia since 2015 and currently holds directorship roles at EstimateOne, NewBook and MICROMINE. Gray is also a director for the latter, and both also used to work for Ascender HCM.
"The outgoing Directors wish Nitro, its employees and Potentia every success for the future," the company said in an ASX announcement.
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