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Update: This afternoon GBST entered a trading halt pending an announcement, with shares set to recommence trading by July 30.
When Wellington-based FNZ Custodians tried to acquire Brisbane fintech GBST (ASX: GBT) earlier this month, it outbid its US opponent in the final hour by five cents.
The success of M&A activity is about more than just money though, and the target company was not interested.
Opting to stay the course with a buyout offer of $3.60 per share from S&C Technologies Inc (Nasdaq: SSNC) of the US, GBST essentially mocked FNZ over its changing positions around due diligence and the price it was willing to pay.
But now FNZ has gone from offering a 1.4 per cent premium to its competitor's price to lifting the stakes by 9.5 per cent.
GBST told the market this morning that after the market closed on 24 July it received a $4 per share proposal from FNZ's parent company.
The suitors across the ditch gave the Queensland executives a very short timeframe to accept the offer however, with a cut-off time for entering a scheme of implementation deed (SID) of 8pm on 25 July.
GBST determined there would still be a level of unacceptable level of transactional and othe risks for the company, and then at 1:22am this morning it was made aware FNZ's $4 per share proposal had expired and was replaced with a new proposal at $3.95 per share.
That offer was on the table for an even shorter time period. Less than two hours later it was cut to $3.90 per share with an acceptance cut-off for 9am.
GBST isn't having a bar of it, describing FNZ's proposal as "effectively incapable of being accepted".
"While we are respectful of FNZ's offers and sought to engage in good faith discussions on its latest proposals, they were nevertheless accompanied by unreasonable conditions and did not provide a reasonable period of time for the parties to enter into good faith discussions," says GBST chairman Allan Brackin.
"Whilst FNZ's proposals were described as binding, in the GBST Board's view these were not capable of acceptance within the timeframes imposed by FNZ. In forming this view, the GBST Board also noted that it is always open for any party to put forward a proposal directly to shareholders."
Photo: Nick Youngson CC BY-SA 3.0 ImageCreator
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