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Can someone please explain to me why Coast Capital is so concerned with which bid would benefit Blue Prism more and especially whether the acquisition will "help transform SS&C into the clear tech leader"? If all shareholders are getting bought out for cash, then the price received should be the only thing that matters to existing Blue Prism shareholders.

Or is there another layer of conflict of interest where big shareholders like Coast will be given an opportunity to convert their stock to SS&C?

While I'm aligned with Coast that there is conflict of interest on the board recommending the Vista bid, it seems just as fishy that Coast is recommending SS&C for only a smidge higher when previously Rasteh was quoted as saying that even a bid with a 100% premium would vastly under-recognize Blue Prism's intrinsic value. There's some f*ckery going on here on all sides.

No way either bid goes through at these prices. They are BOTH bad offers! No chance they get 75% approval, and the stock will drop like a rock when it happens. Let's not forget that Blue Prism new business is down 16% year-over-year in the 2nd half of fiscal 2021. The business and its brand has been badly wounded by these management blunders.

I plan to wait for the crash before I touch this stock again.

Finally! It's disappointing that it's only slightly higher than the Vista bid though. I'm not surprised that the board isn't changing their mind to do what's best for shareholders. The former CEO of Tibco is on Blue Prism's board, while nobody on the board has former ties with SS&C. That's the difference plain and simple. It would take a lot higher price to sway this level of corruption.

My call - the bid still fails and the stock price drops lower. It's going to have to get worse before it gets better.

Couldn't agree more. One day business schools will write a case study about the company who invented RPA back in 2001 just to die a slow and painful death 20 years later just as the industry it created is taking off.

Blunders include:

1) Massive underinvestment allowing competitors to catch up and surpass it
2) Choosing to aquire Thoughtonomy
3) Terrible string of hiring decisions. Replacing incompetent people with different incompetent people.
4) Selecting board members with conflicts of interest and no skin in the game
5) Letting corrupt leadership (CFO) get away with insider trading while misleading shareholders
6) Never listing in the U.S. to unlock easy value
7) Terrible investor relations and marketing
8) Favoring cash flow break-even over growth
9) Giving up and selling the company for 1/4 what it should be worth, while taking golden parachutes to do so.

Anything I missed?

The CFO is clearly the most unethical and corrupt of all of the actors involved. It's not just that he doesn't have any shares and is basically being bribed to go along with the acquisition, it's also that he sold all of his shares in February right before the huge drop in the share price. INSIDER TRADING! LOCK. HIM. UP.

From the trading update just released.....

"Net new bookings2 are expected to be circa £114m, compared to £122m last year. On a constant currency basis, this represents 3% decline. For the second half of the fiscal year, net new bookings declined by 16%, or 13% on constant currency basis, year-on-year."

This management team not only botched running the company, but their shenanigans have now run off new customers. Smh.

November 19th is the in-person meeting, although proxy votes occur sooner.

@Lsoc85, what specifically in the scheme document switched to your decision from hold to sell everything? I haven't read it yet (because I sold everything myself weeks ago), but now I'm curious. The die hard fans of this company keep dropping like flies.

Great points @Lsoc85 and @MattTheBrave. I agree on all points. The only thing I would add is that I believe they have to take the existing bid to a vote before Vista would sweeten the pot on their own - unless a competing bid forced them to do it.

If that's the case, I think its right on that they won't get 75% approval and that the share price will react negatively on the failed first vote. It could drop 15%-30%, especially since management has signaled that they can't turn this around and everyone knows that things may get worse before they get better if they have to replace the BoD and/or executive team.

I think the play is to steer clear of it entirely until the vote happens since the risk exposure of the presumed failed bid is not worth taking. The opportunity, then, occurs after the big drop when the price is dirt cheap. That said, anybody who holds their nose to dive in at that point should be prepared to hold for 12-24 months to realize the upside. IMO.

Things have been eerily quiet. There has been absolutely no activity on the chat boards, no news, no apparent interest in Blue Prism for at least a week. Has anybody else think it's odd that Blue Prism has not announced the date when they will be voting on the Vista takeover bid? Who has a theory on what is going on?

@Lsoc85, I bought in for the long term as well. No matter how low the stock price went, I wasn't ever too worried because I knew it would come back as the industry grew 30% per year between now and 2027. The only way to lose was if management sold the company for a bad price locking in losses and eliminating the option to ride out the volatility. I put the odds of that circumstance very low since only a moronic (or corrupt) board would do such a thing, but here we are.

I'm making money elsewhere on what I sold instead of leaving this tied up for 3 months. But I can assure you that if the bid fails and the price drops significantly, I remain interested in buying back the long-term upside.

Love the company, but I think the share price tanks when the bid fails to get 75% approval. I think there will be a wide chasm between what Vista would be willing to sweeten the deal to, and what shareholders require to sell. For example, I invested 1.5 years ago thinking that this was a 3x-5x return between now and 2024 after hours and hours of research. I thought that by fall of 2021, the share price would be double what it is now, especially after the UiPath IPO and resulting valuation.

Bottom line, I sold my shares because I think the market will react negatively to a failed bid and realization that Blue Prism is going to have to right the ship on its own (and after cleaning house on the board and management team). Once the share price settles, I may be interested in buying back, but I'm not going to sit here and wait until January to receive a buyout price that I can sell and receive now while also risking a 30% plummet if and when the bid fails.

@jamstar, great points! And you have to wonder how many of those 27 prospects didn't submit a bid because they either felt like it was a lost cause or the process was too rushed as Coast Capital eluded to. That said, I don't see them coming back to the table either......at least until the vote fails to get 75% approval. Then, anything is possible.

@Dave321, To my knowledge, they haven't announced a date but I believe they eluded to it being in "weeks". So likely by end of October. That said, I would speculate that it will drag out past the initial vote. Even if it goes through, shareholders probably wouldn't get paid until 2022.

@lostinspace69, I think the Vista bid fails in getting 75% shareholder approval and there will NOT be a better bid from another party between now and the vote. Then, one of two things will happen:

1) Vista sweetens the bid in order to get the holdout shareholders to approve in a re-vote. Even if they do, doubt they'd be willing to pay enough to sway the holdouts.
2) Activist investors get involved, clean house on the board and management team, and the company lists in the U.S.

I worry the downside risk much outweighs the upside at this particular point in time, but I'm monitoring the situation to see if a catalyst changes that.

What do you all think?

This all but confirms that there is no white knight coming in to get a better price for shareholders. Hard to believe that 15 strategic companies and 12 financial companies all either failed to submit a bid or couldn't beat Vista's 1,125 GBP.

I also found these blurbs interesting...

"Blue Prism's Process Was Led by an Experienced, Unconflicted Board"

"Coast's assertions of conflicts of interest on the part of Murray Rode are entirely unfounded, as he has not been employed by TIBCO since 2019, has no financial interest in either TIBCO or Vista affiliates, and played no role in the outreach or interactions with Vista and TIBCO."

"The interests of the Blue Prism Directors who also are shareholders are wholly aligned with the interests of the Company's public shareholders."

First, the statement that Blue Prism's board is a group of experienced experts in selling tech companies is laughable. Everyone knows it's a collection of clowns with pedigrees that fall far short of undertaking this sort of thing. I've read the bios of every one of them.

Second, the reason there is a conflict of interest is precisely that many of its directors (including the F*c$ing CFO) don't have skin in the game. In fact, they're being bonused to go along with the bid. That's textbook conflict of interest.

Third, you can't tell me it's a coincidence that Murray Rode didn't have any part in leading Blue Prism to Tibco, or vice versa. He was the former CEO and Vice Chairman! It doesn't take Sherlock Holmes to figure out that there are underhanded dealings going on here. Where there's smoke, there's fire!

Good point @jamstar - there is that at least. I just keep wondering what happens to the share price when the acquisition falls through? Does it tank back to what it was in August before the takeover interest started? Seems like the upside is limited (with this bozo management team dead set on selling), but the downside is still very real if the market reacts negatively when they can't get 75% shareholder approval. What do you all think?

It's a new week, but I'm still fuming about this debacle. That's all. This chat board is my only therapy.

Good on Coast Capital for actually saying the words "conflict of interest". That's huge to say that publicly, even if everyone with a brain who is paying attention sees it. Shareholders need to defend their investment, decline this terrible offer, and then go about cleaning house with the execs and BOD, and then list in the U.S.

This is the case study every MBA knows the right answer to. Surely, shareholders will come to their senses.

@Lsoc85, it's comforting to meet someone who curses as much as I have been the past couple days! :)

I agree with you though. It's the ineptitude of the management and the rampant conflict of interest, insider trading, and/or corruption that I just can't swallow. Let's recap:

1) CFO Ijoma Maluza gives overly optimistic guidance to the market regarding fiscal 2021 only to sell 95%+ of his shares immediately after his options unlocked in February 2021 conveniently right before the stock price started to slide. The price he sold at was 50% higher than the takeover bid he is now recommending that shareholders accept. He is now receiving a big piece of a 1M pound bonus that the executives will be receiving from Vista to go along with this terrible deal.

2) CEO Jason Kingdon was quoted last year saying that Blue Prism was MULTIPLES undervalued compared to its U.S. peers, and this was back before the stock really started sliding. Now, all of a sudden he thinks this is a great deal to recommend to shareholders. In addition, the only recent purchase he made was back when the stock was at 1,100 GBP. Funny how he agreed to 1,125 GBP buyout price so he doesn't lock in losses like the other shareholders. Hmm.

3) Maybe the worst of all, Murray Rode was brought in as an "independent" member of the board of directors in 2021. Mr. Rode is the Vice Chairman and former CEO of Tibco (the company Vista wants to roll Blue Prism into). To my knowledge, he holds very little Blue Prism stock, but I'd bet dollars to donuts that he maintains a **** load of Tibco stock. He was likely the ring leader setting up the deal with Tibco, and will benefit to an enormous degree by selling Blue Prism to Tibco for very cheap. His greed and doing what is best for himself and not the shareholders is pitiful.

It says in the offer document that the acquisition will not go through until all of the appropriate regulatory authorities approve it. I'm not sure what the laws are like in the UK are, but the SEC would not let this fly in the U.S. There are blatant conflicts of interest at a minimum, and maybe worse (fraud, corruption, insider dealings, etc.).