Highest bidder… loses?

The battle for Software AG

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Credit: Bloomberg

The battle for Software AG

Competing takeover offers for German software company Software AG have caused unrest among shareholders.

PE firm Silver Lake kicked things off with a tender offer at 32 euros a share. Silver Lake has the support of Software AG's leadership and its largest shareholder, and has built a 30% stake in the company.

Next came Bain Capital through its portfolio company Rocket Software. Bain's offer is set at 34 euros a share but may even go as high as 36 euros. The issue is that Bain’s offer is nonbinding, subject to DD and is uncertain with respect to financing. It also has a minimum acceptance rate of 40%, which might be hard to achieve considering Silver Lake's stake.

Minority Software AG shareholders are furious with leadership and would like consideration of other bids. You can see their point, but this sounds like one of those good problems.

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