MYOB changes tack on takeover

Agreement reached for restructuring of initially rejected takeover offer from Manhattan Software

ASX-listed business software firm, MYOB (ASX: MYO), has done an about face and agreed with Manhattan Software on a basis for the restructuring of the suitor’s takeover offer for all outstanding shares.

According to MYOB, who rejected Manhattan’s initial advances, the restructured offer sees the headline price improved, the majority of conditions removed and greater flexibility provided to MYOB shareholders.

Under the restructured offer MYOB will pay a special fully franked dividend of $0.0815 cents per share, representing value equivalent to $0.1164 cents per share grossed up for franking credits, with the record date being the earlier of 30 days after the offer becomes unconditional or January 27, 2009, with payment as soon as practicable thereafter.

Subject to Manhattan’s minimum acceptance condition of 50.1 per cent being satisfied, shareholders who accept Manhattan’s offer will receive value of $1.0564 per share.

If Manhattan receives acceptances of at least 50.1 per cent, it will establish an institutional acceptance facility (IAF 90 per cent) under which all shareholders can lodge acceptance instructions. If acceptances received by Manhattan total 90 per cent or more of shares on issue, MYOB shareholders will receive $1.1564 per share.

In the absence of a higher offer, MYOB’s directors unanimously recommended shareholders lodge acceptance instructions into the 90 per cent IAF, once established.

MYOB chairman, Simon McKeon, said the board is pleased to have agreed on an improvement to the bid structure, which now allows shareholders to gain a higher price for their shares without risking being forced into accepting a lower price.

“We encourage shareholders to think carefully about the options presented to them. Whilst the board is not recommending accepting the lower bid, the board notes that the offer will not proceed unless 50.1 per cent acceptances are received prior to 18 December, either directly or into the existing acceptance facility,” Mckeon said in a statement.

“The board is unanimous in its recommendation that shareholders lodge acceptance instructions into the 90 per cent IAF, once established. Furthermore, all board shareholders have indicated they intend to accept into the 90 per cent acceptance facility, in the absence of a higher offer.”

MYOB CEO Tim Reed was unavailable for comment at the time of publication.

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