Potentia promises cash before Christmas to up pressure on Whispir deal
Potentia Capital-backed Soprano Design has told shareholders in communications technology company Whispir they will get cash before Christmas if they accept its revised offer of 48¢ a share by Friday.
Whispir’s board rejected that price as too low when it was first offered in November, but Soprano on Tuesday declared its bid was unconditional and shareholders would be paid rapidly if accepted, putting the pressure on rival suitor Pendula to reveal its own offer.
Companies backed by Potentia Capital and venture firm EVP are vying for control of Whispir, co-founded by Jeromy Wells. Tash Sorensen
“The directors of Whispir recognise that the offer provides certainty of value in the form of cash consideration for your shares,” Soprano said in its response to Whispir’s initial rejection.
Each of the three businesses involved in the corporate tussle makes software to help companies communicate with customers over multiple platforms. But each has different features and scale.
Pendula put forward an offer late last week that has not been made public. The offer was higher than Soprano’s, a spokesman for Pendula said.
“We hope that people value dollars over expedience and see through the timeline pressure that the Soprano team is pushing,” he said.
The offer, which Pendula and Whispir are discussing on friendly terms, is expected to be finalised and made public in coming days.
Evolution of Soprano
Soprano documents lodged with the Australian Securities and Investments Commission show that Potentia, which has about $1.5 billion under management, bought 35 per cent of Soprano in March this year.
The same documents show it had revenue of $131 million last financial year and profit of $15.4 million after tax. Both numbers are down on 2022.
Richard Favero created Soprano in 1994 as a software consulting firm. It later evolved to focus on technology to help business communicate with customers.
Mr Favero remains a substantial shareholder and chairman of the company, which is led by Mark Brayan. Mr Brayan was once the chief executive of Appen, the ASX-listed data company that thrived on providing material to technology giants in the United States. More recently, it has been overtaken by artificial intelligence products and suffered a major share price fall.
Soprano lobbed its bid for Whispir after the ASX-listed firm’s shares fell from highs above $4 in 2020 to below 30¢. They were trading at 52¢ a share on Thursday afternoon. An independent expert commissioned by Whispir valued its shares in the range of 48.59¢ to 56.49¢.
Soprano holds almost 16 per cent of Whispir’s shares, which could cause problems for any alternative suitor attempting to buy the company.
The Australian Financial Review’s Street Talk column first reported Soprano’s revised offer on Thursday morning, which did not move the Whispir board that includes co-founder and major shareholder Jeromy Wells. Pendula is backed by Australian venture capital firm EVP, the UK’s Octopus Ventures, MA Financial and Second Quarter Ventures.
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