Potentia and Alludo bidding war to buy Australian software provider Nitro heats up

Australian suitor Potentia is seeking access to the software company’s books, as it moves to outmanoeuvre rival bidder Alludo.

Nitro, led by Sam Chandler, Nitro is currently subject to a ‘no shop, no talk’ clause meaning it can’t solicit a higher offer. Source: Supplied.

A bidding war between Potentia and KKR-owned Canadian outfit Alludo for ASX-listed Nitro is intensifying, with Potentia seeking access to the software company’s books as it considers a higher bid.

Nitro told shareholders on Friday that Potentia has sought access to due diligence information to consider increasing its bid to outmanoeuvre a $500m offer made by Alludo, which this week became legally binding.

Nitro, a provider of cloud PDF and productivity software, told shareholders that Potentia‘s current $1.80 per share proposal is still inferior to the takeover bid from Alludo, which values Nitro at $2 per share. Its board is recommending shareholders reject the current offer from Potentia.

“Following receipt of advice from its external financial and legal advisers, it was concluded that the revised Potentia proposal is not, and could not reasonably be considered to become, a superior proposal to the Alludo transaction,” Nitro chairman Kurt Johnson said in a statement.

“The revised Potentia proposal does not offer Nitro shareholders any specific improved value for their shares, nor any detail as to the nature or terms of a potential scrip offer. Nitro also notes that the revised Potentia proposal would remain subject to the uncertainties of due diligence to the satisfaction of Potentia.

Potentia, an Australian firm that counts former MYOB boss Tim Reed and former Archer Capital executives among its senior ranks, is Nitro’s biggest shareholder owning 19.8 per cent. Nitro chief executive Sam Chandler has held onto 7 per cent of the company he founded. Other major shareholders include Australian Ethical, Spheria Asset Management and Battery Ventures, along with AustralianSuper and Alex Waislitz’s Thorney Investment.

Shares last traded at $2.09, 4.5 per cent above Alludo‘s offer.