The board of Australian software company MYOB has approved an amended offer from Archer Capital and HarbourVest Partners, just a little over a week after it recommended its shareholders reject the firms' prior take-private 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, called 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.
MYOB shares were last trading at A$1.065.