Private equity firm Elliott Associates cuts $2 off its per-share offer, which now stands at $7.50 for the mid-market ERP provider.
As America settled its presidential tug-of-war on Tuesday, Epicor Software faced a new twist in its now-protracted battle against a takeover by private equity firm Elliott Associates.
In an SEC filing dated yesterday, Elliott reduced its offer to $7.50 for the remainder of outstanding Epicor stock, a significant shift from its initial bid of $9.50 per share. The new offer would translate into a total buyout of $684 million, which includes Epicor’s market capitalization of approximately $445 million, its $95 million in cash on hand, and the assumption of $339 million in debt.
Epicor responded today by rejecting the lowered offer and reiterating the rationale it had put forth in rebuffing the earlier proposal.
"Our Board of Directors has maintained from the beginning, and continues to believe, that Elliott Associates' offer is opportunistic and would deprive stockholders from benefiting from the value associated with Epicor's current and planned retail and ERP business software solutions, including Epicor 9,” CEO Thomas Kelly said in a statement.
In its SEC filing, Elliott extended the revised offer until Nov. 17, 2008, and served notice that the firm “fully intends to continue to pursue an acquisition of Epicor, and [is] actively evaluating all courses of action.”
A source close to the situation who requested anonymity said Elliott’s near-term options are limited, but noted that after the first of the year, its ability to maneuver toward a takeover will likely improve.
“It’s late in the year, the proxy season is January, February. The timing couldn’t be better” for Elliott, the source said.
In Tuesday’s filing, the equity firm maintained its stance on the possibility of a higher offer, saying, “If finally given the opportunity to conduct diligence, we are hopeful the offer could be increased. In the absence of such an opportunity, however, it will remain at $7.50 per share.”
The source revealed that at least two other potential buyers have privately expressed interest in Epicor, and said both are software companies in the same Tier 2 space as Epicor and similar in size to the ERP vendor.
Epicor’s stock, which trades on the NASDAQ, closed Tuesday at $6.96 and has remained close to that price in today’s trading.