From MergerMarket:
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[FONT='Verdana','sans-serif']Fisher Funds, a 12.7% shareholder in Bravura, believes Bravura is worth far more than the AUD 1.73 offered by Ironbridge, a source close to the New Zealand fund manager said. He argued that a valuation of around AUD 2.20 would be closer to the mark based on market growth projections, potential upgrades, good management and Bravura’s strong market position.
Ironbridge Capital has offered Bravura directors Iain Dunstan and Simon Woodfull shares, along with cash, in a special purpose vehicle. The deal is conditional on the two executives establishing ownership of a combined stake in Bravura of almost 31% of the company.
Other Bravura shareholders will receive AUD 1.73 in cash for each share held.
A source close to Ironbridge said that Dunstan and Woodfull would be excluded for voting at the shareholder's scheme meeting and, given the 75% approval required, the threshold would be hard to reach should Fisher vote against the deal. There will be two scheme meetings; one for shareholders excluding the two directors or their nominees, another meeting for the directors or their nominees. Option holders can vote at the shareholder meeting if they exercise their right to convert their options to shares.
Fisher has an influential position, the source close to Fisher noted.
As the leading institutional shareholder, Fisher is speaking to other shareholders. “It is not perceived as an attractive price,” the source said, adding that if Fisher's view of the company's value proves correct then other bidders may well emerge. “It is early days still.”
As this is effectively a privatisation, the source argued, it is not a practical option for all shareholders to be offered an equity component. Fisher is thus arguing about value rather than pushing for an equity component. [/FONT]