11th Jun 2021 10:27
(Alliance News) - Pollen Street Capital Ltd and Dbay Advisors Ltd on Friday announced a joint bid to take Proactis Holdings PLC private, after Dbay threatened to block Pollen Street's original offer.
The buyers will pay 75 pence per share for Proactis, valuing the accounting software company based in West Yorkshire at GBP74.9 million.
The price is equal to Pollen Street's original offer announced on April 30, when it was the only bidder, and represents a premium of 79% over Proactis's closing price on April 29.
Shares in Proactis were up 1.4% to 73.04p in London on Friday.
In the two weeks after Pollen Street announced its original bid, Dbay increased its stake in Proactis to 26% from 17%, according to regulatory filings, giving it enough shares to block the takeover.
In talks with Pollen Street, Dbay indicated it would not support the original offer as it wanted to maintain a stake in Proactis over the long term.
As a result, the original offer was withdrawn and the two private equity firms agreed to make a joint bid, in which London-based Pollen Street will own 65% of Proactis and Isle of Man-based Dbay will own 35%.
The Proactis board accepted the new offer, as it had done for the original.
The bidders said there is "significant scope for increased adoption" of Proactis's software, as business digitise their spend management processes, and that they will provide the current management with flexibility and expertise.
Holders of 67% of Proactis shares eligible to vote on the deal have agreed to support it. The takeover needs 75% support to become effective through a scheme of arrangement, which is expected to happen in the third quarter of 2021.
Proactis will benefit from Pollen Street and Dbay's "considerable financial resources, longer-term approach to value creation, and significant experience in successfully backing high-growth businesses to achieve their full potential," Proactis Chair Alan Aubrey said.
Dbay Investment Director David Morrison said: "We know the Proactis business well having been significant investors since July 2019, and are delighted to have the opportunity to partner with both the Proactis management team and Pollen Street Capital to accelerate Proactis's current strategy."
By Ivan Edwards; [email protected]
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