iSoft has announced that it has agreed an all-cash offer of £160m from
software provider CompuGROUP UK Ltd.
CompuGROUP UK is a newly-formed, wholly owned subsidiary of CompuGROUP
Holdings AG, a software company quoted on the Frankfurt stock exchange.
A CompuGROUP statement on the offer said: ‘CompuGROUP will finance the offer
and repayment of iSoft’s existing bank facilities, which are repayable upon a
change of control of iSoft, and the ongoing working capital requirements of the
enlarged group, through a combination of CompuGROUP Holding’s existing cash
resources and committed new debt facilities of £285,000,000.’
CompuGROUP stated that its £160m approach is almost 19% higher than the one
put on the table by Australian company IBA earlier this year, making its play
for the company after iSoft shareholders agreed to IBA’s offer.
The CompuGROUP statement continued: ‘Following the announcement by iSoft on 6
July 2007 that the resolutions proposed in connection with the IBA Scheme at
both the court meeting and extraordinary general meeting of iSoft shareholders
had been passed by the requisite majorities, on 19 July 2007 the iSoft Directors
received an unsolicited definitive proposal from CompuGROUP comprising an all
cash offer for the entire issued and to be issued share capital of iSoft.’
CompuGROUP’s offer depends upon iSoft shareholder approval and permission
from the courts. iSoft will also have to pay IBA nearly £1.4m for pulling out of
the deal: ‘iSoft Directors have therefore withdrawn their recommendation of the
IBA offer and intend to apply for an adjournment of the court hearing to
sanction the IBA Scheme scheduled for 25 July 2007. iSOFT has agreed that it
will serve notice on IBA terminating the IBA Implementation Agreement, which
will trigger an obligation on iSOFT to pay to IBA an inducement fee of
£1,397,137,’ said the statement.
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