Onyx Software announced an unsolicited proposal to acquire Pivotal Corporation by way of a business combination in a stock for stock transaction valued at approximately $2.25 per Pivotal common share. Under the terms of the proposal which was submitted by letter to the Pivotal Board of Directors the companies will be combined on the basis of 0.475 shares of Onyx Software common stock for each common share of Pivotal Corporation, or approximately 12.5 million shares of Onyx. The approximate price per Pivotal share of $2.25 is based on the $4.73 closing price of Onyx common stock on November 11, 2003.
On October 8, 2003 Pivotal announced that it had entered into a definitive agreement to be acquired by Talisma Corporation in a cash transaction financed by Oak Investment Partners valued at $1.78 per share. The Talisma transaction is still pending and is scheduled for a shareholder vote on November 18, 2003. The Onyx proposal represents a 26 per cent premium over the Talisma offer. The Onyx proposal is structured to provide potential tax deferral benefits to investors compared to the existing offer. Onyx has not at this time commenced an exchange offer for Pivotal shares.
“We believe that Onyx is best positioned to deliver value from the Pivotal franchise and that the proposed combination will increase our leadership in mid-market CRM and accelerate our profitable growth. If we are correct, this value will directly benefit Pivotal’s shareholders and provide upside above and beyond the existing cash offer from Talisma,” said Brent Frei, Onyx Software CEO.
“Onyx and Pivotal both understand customers’ desire for much more than the limited functionality of low-end solutions and their fear of costly-to-implement, humungous software. We share a legacy of development on the Microsoft platform. We both sell broadly to a variety of industries, yet we also each have dedicated efforts focused on specific verticals,” Frei added.