Mobile messaging tech company Whispir recommends revised Soprano takeover

Whispir is a global communications intelligence company that supplies a no code, communications-as-a-service platform.

The takeover battle for mobile messaging technology company Whispir is set to push into the new year as an independent committee of Whispir directors on the final day before the Christmas break recommended a revised offer from Soprano Design Technology but rejected a rival bid that is at a higher price.

Whispir, a $73m tech minnow, on Friday said its independent board committee was now recommending shareholders accept a revised offer from Soprano set at 55c per share, in the absence of a superior proposal, and following from an earlier announcement from the takeover suitor it would lift the offer from 52c.

Whispir founder and chief executive Jeromy Wells, who is not a member of the independent committee considering the takeover, has not made a recommendation on the Soprano bid at this time.

However, complicating the takeover is a rival bid sitting in the wings from Zipline Cloud, which is part of a venture-capital backed bid by Pendula, to acquire Whispir for 60c per share which is 9.1 per cent premium to the Soprano offer.

Whispir is a global communications intelligence company that supplies a no code, communications-as-a-service platform that enables omnichannel interactions between organisations, their systems and people to solve common challenges in terms of compliance, deliverability and engagement across more than 60 countries.

Founded in 2001, Whispir has 800 customers, supporting the delivery of more than two billion interactions worldwide. Its customers include large multinational companies such as Coca-Cola, McDonalds, Qantas, ANZ, Disney and Foxtel as well as businesses in the government, healthcare, resources, transport and utilities infrastructure sectors.

In its fourth supplementary target statement Whispir said its independent directors on the committee considering the takeover approaches did not consider the Pendula offer to be superior to the revised Soprano offer due to the “conditionality, uncertainty and timing of progressing to a binding transaction with Pendula”.

An independent expert report obtained by Whispir noted that the revised Pendula offer does represents a higher offer at a 9.1 per cent premium to the conditional increased Soprano offer of 55c per share, but that Whispir shareholders who are not associated with Soprano need to consider that there is uncertainty as to whether the revised Pendula offer will progress to a binding transaction and the time involved in implementing such a transaction.

“For the reasons set out in the enclosed fourth supplementary target’s statement, the independent board committee (comprised of Mr Brendan Fleiter and Ms Sarah Morgan) recommends that Whispir shareholders accept the further revised Soprano offer (in the absence of a superior proposal),” Whispir said in an ASX statement.

Whispir posted sales of $53.74m for 2023, down 24 per cent, as its loss for the year fell 2 per cent to $18.98m. Its revenue in Asia rose 19 per cent to $8m while a slimming down of its organisation helped deliver $20m in annual savings.

Shares in Whispir are up 26.74 per cent since the start of calendar 2023 and on Friday closed at 54c.