IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

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Global Equity Research Ltd

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Event-Driven

<ul>
<li>Potentia has returned with an improved three-part offer for <a href="https://www.smartkarma.com/entities/nitro-software-ltd" target="_blank" data-smartkarma-citation="entities:30943:1" rel="noopener">Nitro Software Ltd (NTO AU)</a>. The base offer of A$2.17 is 0.9% higher than Alludo’s A$2.15 offer. </li>
<li>The offer could rise to A$2.20 or A$2.25 per share based on hitting additional conditions. There is a clear path for the final offer to reach A$2.20 per share. </li>
<li>A A$2.25 per share offer is unlikely due to the onerous 25% scrip acceptance condition. At the last close, the gross spread to the likely final A$2.20 offer is 0.5%.</li>
</ul>


Potentia has returned with an improved three-part offer for Nitro Software Ltd (NTO AU). The base offer of A$2.17 is 0.9% higher than Alludo’s A$2.15 offer. 
The offer could rise to A$2.20 or A$2.25 per share based on hitting additional conditions. There is a clear path for the final offer to reach A$2.20 per share. 
A A$2.25 per share offer is unlikely due to the onerous 25% scrip acceptance condition. At the last close, the gross spread to the likely final A$2.20 offer is 0.5%.


Nitro (NTO AU): Potentia Comes Good with a Three-Part Offer

<ul>
<li>
<a href="https://www.smartkarma.com/entities/nitro-software-ltd" target="_blank" data-smartkarma-citation="entities:30943:1" rel="noopener">Nitro Software Ltd (NTO AU)</a> has finally granted Potentia due diligence access until 22 February. Subject to satisfactory due diligence, Potentia could increase its offer from A$2.00 to A$2.20-2.30 per share.</li>
<li>Alludo’s A$2.15 off-market takeover offer is its best and final offer. Alludo’s offer is subject to a 50.1% minimum acceptance condition (currently at 12.53%) and closes on 3 March.</li>
<li>Potentia’s dogged pursuit despite the Board's stonewalling suggests a desire to get a deal done. At the last close, the gross spread to Potentia’s potential offer is 2.3% to 7.0%.</li>
</ul>



Nitro Software Ltd (NTO AU) has finally granted Potentia due diligence access until 22 February. Subject to satisfactory due diligence, Potentia could increase its offer from A$2.00 to A$2.20-2.30 per share.
Alludo’s A$2.15 off-market takeover offer is its best and final offer. Alludo’s offer is subject to a 50.1% minimum acceptance condition (currently at 12.53%) and closes on 3 March.
Potentia’s dogged pursuit despite the Board's stonewalling suggests a desire to get a deal done. At the last close, the gross spread to Potentia’s potential offer is 2.3% to 7.0%.


Nitro Software (NTO AU): Potentia Finally Secures Due Diligence

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

<ul>
<li>Potentia has increased its indicative proposal for <strong><a href="https://www.smartkarma.com/entities/tyro-payments-ltd" target="_blank" data-smartkarma-citation="entities:28393:1" rel="noopener">Tyro Payments (TYR AU)</a></strong> to A$1.60/share from A$1.27/share. Grok, holding 12.5% of shares out, remains supportive.</li>
<li>However, Tyro's board believes the revised terms remain below what is considered fair, and has ceased all discussions.</li>
<li>Separately, Westpac has decided not to submit an Offer. After conducting due diligence. Shares are down 19.5% as I type.</li>
</ul>


Potentia has increased its indicative proposal for Tyro Payments (TYR AU) to A$1.60/share from A$1.27/share. Grok, holding 12.5% of shares out, remains supportive.
However, Tyro's board believes the revised terms remain below what is considered fair, and has ceased all discussions.
Separately, Westpac has decided not to submit an Offer. After conducting due diligence. Shares are down 19.5% as I type.


<ul>
<li>
<a href="https://www.smartkarma.com/entities/nitro-software-ltd" target="_blank" data-smartkarma-citation="entities:30943:1" rel="noopener">Nitro Software Ltd (NTO AU)</a> has received a revised Potentia off-market takeover offer at A$2.00 per share, an 11.1% premium to its previous offer and in line with Alludo’s offer.</li>
<li>By bumping its offer, adding a scrip alternative and signalling a potentially higher price on due diligence access, Potentia has ramped up the pressure on the Board.</li>
<li>Potentia/Alludo offer remains at the low end of the IE’s valuation range. Alludo would have anticipated this move and likely will have factored in the need to raise its offer.</li>
</ul>



Nitro Software Ltd (NTO AU) has received a revised Potentia off-market takeover offer at A$2.00 per share, an 11.1% premium to its previous offer and in line with Alludo’s offer.
By bumping its offer, adding a scrip alternative and signalling a potentially higher price on due diligence access, Potentia has ramped up the pressure on the Board.
Potentia/Alludo offer remains at the low end of the IE’s valuation range. Alludo would have anticipated this move and likely will have factored in the need to raise its offer.


Nitro Software (NTO AU): Potentia Raises to A$2.00 as the Battle Heats Up

<ul>
<li>Software provider <strong><a href="https://www.smartkarma.com/entities/bigtincan-holdings-ltd" target="_blank" data-smartkarma-citation="entities:29067:1" rel="noopener">Bigtincan Holdings Ltd (BTH AU)</a></strong> has announced an indicative proposal, by way of Scheme, from PE outfit SQN Investors at A$0.80/share, a 17.6% premium to last close.</li>
<li>Due diligence has not yet been afforded. SQN currently holds a 13.6% stake.</li>
<li>BTH also highlighted it has had preliminary discussions with other interested parties. Expect BTH's board not to engage with SQN at this price. </li>
</ul>


Software provider Bigtincan Holdings Ltd (BTH AU) has announced an indicative proposal, by way of Scheme, from PE outfit SQN Investors at A$0.80/share, a 17.6% premium to last close.
Due diligence has not yet been afforded. SQN currently holds a 13.6% stake.
BTH also highlighted it has had preliminary discussions with other interested parties. Expect BTH's board not to engage with SQN at this price. 


Expect Bigtincan To Reject SQN's Proposal

Australia

Infomedia Limited develops and supplies electronic parts catalogues for the automotive industry. The Company's catalogues are used by various car dealers worldwide allowing them to find replacement parts required by a customer or service mechanic.  The Company also provides dealer management systems for the automotive industry.

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Infomedia Ltd (IFM AU)

Nitro (NTO AU): Potentia Comes Good with a Three-Part Offer

The base offer of A$2.17 could rise to A$2.20 or A$2.25 per share based on hitting additional conditions. There is a clear path for the final offer...

Arun George

Nitro Software (NTO AU): Potentia Finally Secures Due Diligence

Potentia’s dogged pursuit despite the Board's stonewalling suggests a desire to get a deal done. At the last close, the gross spread to Potentia’s...

Arun George

Potentia Bumps But Tyro Shuts Down Talks

Grok support for a competing proposal of A$1.85+ somewhat validates Tyro's board view that the stock price is unduly beaten up. But Westpac walking...

David Blennerhassett

Nitro Software (NTO AU): Potentia Raises to A$2.00 as the Battle Heats Up

The shares are trading through Potentia’s improved terms. Alludo has the benefit of synergies and KKR’s ownership to support a higher bid. Alludo...

Arun George

Expect Bigtincan To Reject SQN's Proposal

This remains an indicative offer from SQN. Bear in the three-way hunt for Infomedia Ltd (IFM AU) came to naught. But I'd still be picking up...

David Blennerhassett

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