Potentia Capital Pty. Ltd. and HarbourVest Partners, LLC made a proposal to acquire remaining 80.2% stake in Nitro Software Limited for a per-share price AUD 450 million.
The Indicative Proposal is subject to several conditions, including satisfactory completion of due diligence over a minimum 6-week timeframe, onerous exclusivity requirements, Nitro Board approval and entry into transaction documentation subject to a range of conditions (including obtaining various third party and regulatory consents). Nitro has appointed UBS Securities Australia Limited and Allens as financial and legal adviser, respectively, and Cadence Advisory as independent adviser to the Board. As of August 31 2022, Nitro Board has concluded the Indicative Proposal significantly undervalues Nitro and unanimously rejects the Indicative Proposal as not being in the best interests of shareholders. As of November 18, 2022, Nitro determined the offer from Alludo, of AUD 2.00 per share, to be superior. 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. As of December 2, 2022, Potentia Capital has decided to extend the period during which the Offer will remain open for acceptance until 7.00pm (Sydney, Australia time) on 18 December 2022. In a letter to the Australian Securities Exchange, Potentia, which holds 19.8 percent of Nitro, said it wanted to carry out due diligence on potentially increasing its offer. If Potentia Capital ends up having relevant interests in less than 75% of the Nitro Shares at the end of the Offer Period, it has now also decided to maintain Nitro's listing on ASX. The Nitro Shareholder meeting is scheduled on February 3, 2022. As of January 24, 2023, The Takeover Panel of the Australian Government considered that it is not against the public interest to decline to make a declaration of unacceptable circumstances. Accordingly, the Panel decided not to make a declaration of unacceptable circumstances. As of December 8, 2022, the offer will remain open for acceptance until January 8, 2023. As of December 28, 2022, the offer will remain open till March 31, 2023. As of March 31, 2023, the offer will remain open till April 28, 2023. As of February 21, 2023. As of March 31, 2023, the squeez-out procedure has commenced. The Eighth Supplementary Bidder's Statement noted Potentia's intention to announce an increase to the Potentia Takeover Offer of AUD 2.00 cash per Nitro Share (Potentia Takeover Offer) to the market on February 23, 2023. As of March 14, 2023. Spheria Asset Management reckons InvoCare chair Bart Vogel should give its suitor due diligence but push for a higher price. The firm sold half of its 4% in last Monday's raid to TPG and held on to the rest. Johnson Winter & Slattery acted as legal advisor and Jarden acted as financial advisor to Potentia. Allens acted as legal advisor and UBS acted as financial advisor to Nitro. Grant Thornton International Ltd. acted as an accountant to Potentia Capital Pty. Ltd.