Shareholders of governance software supplier Diligent have voted in favour of the takeover proposal by US venture capital firm Insight Venture Partners.
Mergers and acquisitions continued apace this week. Dunedin niche engineering company Scott Technology had final sign-off on its takeover by JBS Australia, while the board of resin manufacturer Nuplex has backed a more-than-$1billion scheme of arrangement, proposed by US-owned Allnex Belgium SA.
While Scott will remain NZX listed, Nuplex and Diligent will be delisted, the latter as soon as today. Shareholders of New York-based Diligent Corp yesterday voted in favour of the takeover by Insight Venture at a special shareholders' meeting in Auckland, despite fiery opposition by New Zealand retail shareholders, BusinessDesk reported.
The vote's outcome was a foregone conclusion, given the majority required - more than 50% - had already voted in favour by proxy vote. Diligent's shareholders will receive $7.39 per share, valuing the company at $941million and at a 31% premium to the pre-announcement share price.
New Zealand Shareholders' Association chairman John Hawkins said his organisation, which held proxies on behalf of shareholders, voted against the deal because the ‘‘current offer is low compared to where the company's prospects have been in the past''.
Chairman David Liptak, whose company Spring Street is the largest shareholder with a 22% stake, said the board had done an exhaustive five-month sales process involving 28 companies doing due diligence, and the Insight Ventures offer was the best it received.
Despite opposition from small New Zealand shareholders, Mr Liptak said he and the board believed the deal was in the best interests of the company and all shareholders.
‘‘You can argue with my judgement but not my motivation. In my view, this was the best outcome,'' he said.
Insight Ventures is based in Delaware, where Diligent is domiciled, and the takeover process of the company was based on US law, which requires 50% of shareholders on the register to accept the deal. At that point the buyer can compulsorily acquire the rest of the shares.
The threshold in New Zealand is 90%, under the Takeovers Code.
