There was no shortage of angry words from Accelio Corp. CEO Kevin Francis Thursday as he read from a prepared statement via a teleconference call concerning the proposed takeover bid made by Open Text Corp. last week.
And what he made clear is that this is not a friendly offer.
Ottawa-based Accelio is a provider of Web solutions such as e-forms, while Open Text, specializes in knowledge and content management software. Discussions between the two companies had taken place in the past concerning collaborating on products, but they were considered standard partnership agreements, and no talk was ever made of a buyout, according to Accelio.
“Open Text has initiated an unprovoked attack on Accelio and its’ shareholders,” Francis said. He called the $2.75 offer per share or $68.5 million “insulting” and vowed the company plans to fight the hostile acquisition.
He announced that CIBC World Markets, an investment banking firm, had been hired to act as the company’s financial advisor. He urged shareholders to wait for recommendations from the Board before selling off any shares, calling the asking price “not reflective of the value of the organization at all.”
However, one expert said Francis’ words were nothing more than a whole lot of strategic rhetoric, especially where the monetary value is concerned.
“The company that is trying to be acquired will say ‘this is opportunistic’ or ‘the offer is too cheap at this time,'” said Dick Wertheim, managing partner for Wertheim Company in Toronto. As a veteran of nearly 20 mergers and acquisitions, he added that in most cases, companies prefer friendly affairs such as the onging HP/Compaq merger attempt.
The really significant move made by Accelio in its own defense was the hiring of investment banker CIBC World Markets. Patrick Howe, an independent communications consultant in Toronto said investment bakers are traditionally summoned to accomplish two goals: to increase the price per share or to find another company that will buy the organization.
“(It’s) a poison pill. It gives the board time to maximize value,” Howe said.
Open Text in Waterloo can be reached at http://www.opentext.com
Accelio in Ottawa can be reached at http://www.accelio.com
Wertheim Company in Toronto can be reached at http://wertheim.ca