Potentia Capital-backed Soprano Design lifts takeover bid for Whispir

Potentia Capital-backed Soprano Design lifts takeover bid for Whispir

Photo: Priscilla Du Preez, via Unsplash.

Soprano Design has yielded to the pressure of a competing offer for communications software business Whispir (ASX: WSP) by lifting the value of its takeover proposal, but not enough to exceed the proposed price put forward by rival Pendula late last week.

Soprano, a Communications Platform as a Service (CPaaS) provider founded in 1994 by its chairman Dr Richard Favero and led by former Appen (ASX: APX) CEO Mark Brayan since September, made an offer for Melbourne-based Whispir in November for 48 cents per share (cps), valuing the company at $62.88 million.

An independent expert's report commissioned by the target deemed that initial offer 'not fair but reasonable', leading the Whispir board to unanimously recommend that shareholders reject the offer from Soprano, which since the start of this year has been backed by Potentia Capital is a substantial investor.

Late last week Alex Colvin's Pendula stepped in with a 57cps proposal, implying a market capitalisation of $75 million but with the caveat that Whispir's founder and outgoing CEO Jeromy Wells buy in to Pendula as part of the transaction either through shares or deploying half the sale proceeds.

In response, on 18 December the Whispir board changed its mind on Soprano, declaring the suitor's proposal was 'neither fair nor reasonable' whilst the Pendula non-binding indicative offer is capable of progressing to a binding transaction.

Last night Soprano upped the stakes, increasing its all-cash offer to 52cps today, and higher still at 55cps if the suitor receives evidence of valid acceptances of its offer by 5pm AEDT Friday that would take its aggregate interest in Whispir to 27.5 per cent of shares or more.

These offers value the company at between $68 million and $72 million depending on how shareholders respond.

Whispir shares are up 5.29 per cent so far this morning at 53.7cps.

Soprano currently has a customer base of around 4,500 clients around the globe, with its flagship product Soprano Connect helping users strategically integrate conversational AI, SMS, email, voice, IP messaging and social channels such as RCS, WhatsApp and Google Business Messages into a seamless and secure omni-channel experience.

Whispir's platform automates communications between organisations and people, from SMS messages to email, forms to landing pages and social media.

The group also launched two new products recently. Whispir Transact aims to drive high-value conversion through digital messaging workflows like payment gateways, electronic signature and general business process automation, while Whispir Off-Platform Messaging enables organisation-wide compliant messaging.

 

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