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Fintech GBST (ASX: GBT) has received a higher takeover bid from FNZ Custodians at a $4 million premium to a current deal in the works, but the board has questioned the New Zealand company's approach.
GBST, which provides custom technology across a range of financial services, has been in the sights of a few companies since April including Bravura Solutions (ASX: BVS) and S&C Technologies Inc (Nasdaq: SSNC).
The latter is currently undertaking due diligence with a view to acquiring GBST for $3.60 per share, but on Friday evening GBST received a slightly higher bid of $3.65 per share from FNZ holding company Kiwi Holdco Cayco.
In its announcement to the ASX this morning, GBST dismissed the incremental offer and has opted to stay the course with SS&C's $244 million bid.
GBST believes the US group's bid is superior due to several factors, including the scope of due diligence in Phases 1 and 2, the potential impact on its commercial position if SS&C withdraws its non-binding offer and the terms of the exclusivity break free.
The Brisbane-based target company also provided some background and interpretations of FNZ's plan.
"The GBST Board also noted that, while it considers that it has taken adequate precautions to protect the value of its business by the staged approach to the due diligence process (as announced on Monday 1 July 2019), FNZ had previously expressed the view to GBST that provision of any due diligence access to another party would materially reduce the value of GBST from FNZ's perspective," the company said.
"The Board therefore had some concerns as to whether FNZ's revised non-binding proposal (which involved a A$0.50 per share increase from A$3.15 to A$3.65 per share in the short period of 1 week) could be converted into a binding proposal, given that FNZ is aware that due diligence access had already commenced for SS&C.
"The Board notes that while it is always open for any party to put forward a proposal for GBST, it sees limited benefit for shareholders in receiving further non-binding, indicative, conditional and incomplete proposals, or in engaging in an indefinite back and forth process of revised non-binding indicative proposals that provide no greater level of certainty for GBST shareholders."
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