Corel Corporation made a proposal to acquire Nitro Software Limited (ASX:NTO) from a group of shareholders for approximately AUD 510 million on October 31, 2022. Corel Corporation entered into a binding legal agreement to acquire Nitro Software Limited from a group of shareholders on November 15, 2022. Corel to acquire 100% of Nitro by way of Scheme of Arrangement at AUD 2 cash per share. As of December 12, 2022, Corel Corporation increased the offer price from AUD 2 per share to AUD 2.15 per share. Nitro and Corel entered into a Process Deed, pursuant to which Nitro has granted Corel a 21-day period of exclusivity for the purposes of confirmatory due diligence and negotiation of definitive agreements. As of December 23, 2022, Potentia Capital issued its Third Supplementary Bidder's Statement and in it confirmed that it had increased the cash price offered in its takeover bid to AUD 2.00. As a part of proposal, Cascade Parent Limited (Alludo) also indicated it is willing to proceed with an off-market takeover bid with a 50.1% minimum acceptance condition, offering AUD 2 cash per share. Alludo has indicated that funding for the Proposal will be obtained primarily from equity sources and will be fully committed at the time of signing an Implementation Deed.

The Proposal is non-binding and is subject to conditions including satisfactory completion of confirmatory due diligence on Nitro and its business, the unanimous recommendation of Nitro's Board of Directors, relevant internal approvals, entering into an Implementation Deed (and related agreements); and customary regulatory approvals. It is the Nitro Board's intention to unanimously recommend that shareholders vote in favour of the Scheme. As of November 15, 2022, the Nitro Board unanimously recommends that Nitro shareholders vote in favour of the Alludo Scheme. As of November 23, 2022, the Nitro Board unanimously determined the Corel Corporation transaction to be superior to the Potentia Offer. As of November 23, 2022, Nitro Software Ltd said it would not allow its largest shareholder and suitor Potentia Capital access to its books without making a superior bid that could trump an offer made by KKR Inc's Alludo. The Nitro Board has determined the Revised Alludo Transaction is superior to the Revised Potentia Takeover Offer. The Nitro Board unanimously recommends that Nitro Shareholders vote in favour of the Alludo Scheme in the absence of a Superior Proposal. The Nitro Shareholders meeting is scheduled on February 3, 2022. As of February 3, 2023, the transaction has been approved by the shareholders of Nitro. Alludo Takeover Offer Period Commences on December 21, 2022 and closes on March 3, 2023. As of January 10, 2023, the Takeovers Panel received an application from Alludo demanding a rival bidder be stopped from processing acceptances. As of February 1, 2023, Alludo BidCo confirms that an exemption or clearance has been received, or the applicable waiting period has expired and Alludo confirms that it has received a written notice from the Treasurer under section 74 of the Foreign Acquisitions and Takeovers Act 1975 (Cth) to the effect that the Commonwealth Government does not object to the Alludo Takeover Offer. As of February 2, 2023, Alludo states that the offer price of AUD 2.15 cash per Nitro Share will not be increased under the Alludo Scheme or the Alludo Takeover Offer and the Alludo Scheme Meeting is scheduled for February 3, 2023. As of February 6, 2023, Alludo advised today that it will declare the Alludo Takeover Offer unconditional if: Alludo has a relevant interest in at least 50.1% of the Nitro Shares on a fully diluted basis before February 10, 2023; and no outstanding Condition of the Alludo Takeover Offer has been breached. As of February 21, 2023, the takeover Offer declared free from all remaining conditions.

Nitro has appointed UBS Securities Australia Limited and Allens as financial and legal advisers, respectively, and Cadence Advisory as independent adviser to the Board. Alludo has engaged Perella Weinberg Partners LP as financial advisor and Gilbert + Tobin and Ravi Agarwal, Leo Greenberg, Eric Wedel, Matthew Leist, Mike Beinus, Vivek Ratnam and Scott Price of Kirkland & Ellis LLP as legal counsel.

Corel Corporation cancelled the acquisition of Nitro Software Limited (ASX:NTO) from a group of shareholders on March 3, 2023. The offer was canceled as a competing bid from Potentia Capital was deemed superior and accepted, consequently, Nitro Software Limited will pay AUD 5 million in break fees to Corel Corporation.