Hi John,
We do not expect the transaction to proceed under either the Scheme of Arrangement proposal at $2.00 per share or the off-market takeover offer at $1.75 per share. We believe these bids are testers to allow the bidder to perform some further price discovery.
- ReadyTech’s board has rejected the proposal, arguing that it does not adequately reflect the company’s value and would not be executable in its current form.
With the ~$200mn stock so tightly held, by a few big names, and the stocks daily turnover often less than $0.5mn we see 3 potential scenarios unfolding:
- The bidder Topicus.com Inc (TSXV: TOI), the Constellation Software-backed European software consolidator, acting through its Dutch subsidiary Total Specific Solutions (TSS) walks away because it cannot get shareholder support at an appealing price.
- Topicus lifts its bid to a level that generates real shareholder support, we feel it would need to be closer to $2.50 which may be too rich for the suitor.
- A third party enters the fray, rapidly pushing the price up towards $2.50.
We have no plans to sell our position in the Emerging Companies Portfolio, although a withdrawal of the offer remains a distinct possibility, but we like the risk/reward below $1.60.
NB This isn’t the first-time someone’s bid for RDY, Pacific Equity Partners, lobbed in a $4.50 bid in late 2022 before walking away. The contrast with Topicus’ current $2.00 per share proposal is a reminder of how dramatically software multiples have compressed over the past four years.
- It’s either a hold or a buy here (we think).