Battle for takeover target Whispir escalates
The bidding war for troubled communications technology company Whispir has erupted, with duelling suitors Pendula and Soprano desperate to strike a deal.
Venture capital-backed Pendula has raised its bid for Whispir from 57¢ to 60¢ a share after rival bidder Soprano increased its bid from 48¢ to 52¢.
While Soprano’s offer was unconditional and fully funded, the Pendula bid was non-binding and subject to conditions including due diligence, obtaining debt and equity financing to support the offer, and renewing Whispir’s contract with Telstra.
All of the parties are in the business of making software to help companies communicate with customers over multiple platforms.
Under its revised offer, Soprano, which was backed by private equity firm Potentia Capital, offered 55¢ a share on the condition that it was able to increase its stake in the company to 27.5 per cent by 5pm on Friday, from 16 per cent.
The board of Whispir has continued to recommend shareholders reject Soprano’s offer and said it was working with Pendula towards a binding offer that could be recommended.
In response, Soprano amended its bid again on Wednesday evening, saying it would increase its offer to 55¢ if the Whispir board changes its position and recommends shareholders accept the offer or Soprano increases its stake to 25 per cent by 5pm Friday.
Pendula is offering a premium to convince shareholders to wait for a binding offer that would value Whispir at $82.5 million. Shareholders will be given the option to receive all cash or a fixed ratio of 50 per cent cash and 50 per cent shares in Pendula.
Pendula’s offer also requires Whispir’s founder and outgoing chief executive Jeromy Wells, who owns about 10.5 per cent of the company, to take the 50-50 cash and scrip option.
Shares in Whispir jumped almost 10 per cent on Wednesday to 56¢.
By making a direct appeal to shareholders through an off-market takeover bid, Soprano is trying to circumvent Whispir’s board, promising cash within five days.
Soprano’s bid will close on December 28, after it extended its deadline by seven days.
The board of Whispir reaffirmed the company expects to be cash-flow positive in the second half of this financial year, after significantly reducing its cost base. It argued Soprano’s offer does not recognise the long-term potential of the business following its restructure.
Pendula’s offer is double Whispir’s closing price of 30¢ on November 3.
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