MYOB says 'yes... maybe' to Manhattan bid

Stephen Withers
Wednesday, 10 December 2008 09:04

IT Industry - Listed Tech

A revised bid from US-Australian takeover vehicle Manhattan Software Bidco has gained qualified support from MYOB's board of directors. It now seems much more likely that the Australian financial software and services company will change hands.

As recently as last Thursday the MYOB board claimed that Manhattan's offer of $1.0215 in cash for each MYOB share (rising to $1.1215 for full ownership) was "opportunistic."

But a revised offer has been negotiated and the MYOB board is giving their unanimous support to a higher offer from Manhattan, which is associated with investment firms Archer Capital and HarbourVest.

Shareholders are now being offered a total of $1.0564 per share for a minimum of 50.1 percent of the company, or $1.1564 if it gets at least 90 percent of the shares.

The deal involves payment of a special fully franked dividend of 8.15 cents per share to existing shareholders (which grosses up to 11.64 cents per share), with Manhattan making up the rest.

Once the 50.1 percent acceptance hurdle has been reached, Manhattan will establish an institutional acceptance facility allowing any shareholder to lodge acceptance instructions subject to the 90 percent level being reached.

Option holders will be offered $1.1215 less the strike price, plus any accrued capital returns - but only if Manhattan gets at least 90 percent of MYOB.

Manhattan has also agreed to waive certain conditions from its earlier offer.

Just what does the MYOB board say? See page 2.