LONDON (Alliance News) - Bond International Software PLC on Wednesday said it has withdrawn its recommendation for the takeover offer from Constellation Software Inc, after receiving improved terms for the sale of its recruitment software subsidiaries.
Shares in Bond were down 1.1% at 112.80 pence on Wednesday morning.
The human resource and recruitment software provider last month agreed a revised offer with Constellation. Under the new offer, the London-listed company would be taken over for 115.5p per share, compared to Constellation's original offer of 105.0p per share. The revised offer valued Bond at around GBP48.7 million.
Constellation had upped its offer after Bond earlier in September struck a deal to sell its software subsidiaries to Hockliffe Ltd and Bond US Inc for a total of GBP18.4 million, proposing winding up the business and returning cash to shareholders. Both of the buyers are funds managed by Symphony Technology Group LLC.
After Constellation and Bond agreed the revised offer, Bond recommended the takeover to shareholders.
However, on Wednesday, Bond International said it has now received an offer of around GBP19.4 million for its recruitment software subsidiaries from Symphony. Under the deal, Symphony also has agreed to buy Bond's real estate asset for GBP1.8 million on completion of the recruitment software sale.
The total distribution to shareholders from the Symphony deal would be between 121.00p and 122.50p per share, with an initial distribution of between 115.00p and 116.00p per share.
This, Bond said, is at a premium to the 115.50 total distribution which the Constellation offer represents.
A general meeting will be held on October 24 for shareholders to vote on the asset sale, but Bond said its directors will vote in favour, representing a 16.03% stake.
In a separate statement, Symphony on Wednesday said it has received irrevocable undertakings from shareholders representing 5.3 million Bond shares to vote in favour of the asset sale, equal to around a 13%.
However, if Constellation makes an offer price of 135p or higher, Symphony said the irrevocable shareholders will be able to withdraw from their obligations.
In total, taking into account irrevocable undertaking received by both Bond and Symphony, shareholders representing around 29% of Bond shares are in favour of the sale, according to Symphony.
By Hannah Boland; hannahboland@alliancenews.com; @Hannaheboland
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