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Archer, HarbourVest offer finally accepted

MYOB’s board has approved the terms of an amended take-private offer that values the company at A$450m, A$13m more than the previous offer.

A little over a week after Australian software company MYOB recommended its shareholders reject a take-private offer from Archer Capital and HarbourVest Partners, it has said it approves of the terms laid out in a new offer put forth by the buyout consortium and has encouraged shareholders to accept the same “in the absence of a higher offer”.

The company said in a statement that the restructured offer valuing the company at A$450 million ($302 million) provides greater flexibility to MYOB shareholders.

While the Archer-led consortium Manhattan is now offering less cash per share to shareholders, MYOB shareholders will still be better of due to a fully franked dividend of 8.15 cents per share that MYOB will pay. That dividend represents a value equivalent to 11.64 cents per share grossed up through credit.

According to the previous offer, Manhattan was willing to pay $A1.12 per share. Now, if a minimum acceptance condition of 50.1 percent is satisfied, shareholders will receive A$1.0564 per share including the dividend and credit. If, however, the acceptance level reaches 90 percent or more, Manhattan will pay shareholders A$1.1564 per share, comprising of A$1.04 in cash and a dividend of 8.15 cents, representing a value of 11.64 cents.

If shareholders buy into the 90 percent acceptance facility, there is no risk of them receiving a lower price as they can choose to keep their shares. Other shareholders may choose to accept the lower offer if a 90 percent acceptance level is not met.

MYOB will be valued at A$450 million if the 90 percent acceptance level is met.

The new agreement “allows shareholders to gain a higher price for their shares without risking being forced into accepting the lower price”, Simon McKeon, chairman of the MYOB board, said in a statement.

This is Archer's third offer to de-list the company. Its first offer of A$1.90 per share was rejected by MYOB in May this year.

MYOB shares were last trading at A$1.065.