Nitro Software Accepts KKR’s Alludo’s $320 Million Offer

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Nitro Software, an Australian company, announced on Tuesday that its board had decided that the near A$500 million ($335 million) offer from KKR Inc’s (KKR.N) Alludo was “superior” to a previous offer from the company’s largest shareholder, Potentia Capital Management.

Late in October, the company accepted an offer from Alludo at A$2.00 per share, which it claimed: “represented an 11% premium over the offer of A$1.80 made by the tech-focused private equity group Potentia.”

The offer represents a 77% premium over Nitro’s share price on August 29, the day before it revealed Potentia’s initial offer of A$1.58 per share.

Alludo was given three weeks of exclusive access to a data room by Nitro to do due diligence after the Potentia deal was rejected on October 24.

Meanwhile, shares of Nitro Software reached their highest level since January in morning trading, rising as much as 19.1% to A$2.06.

Alludo’s bid was wholly supported by “equity sources,” according to a statement from Nitro, which did not name the donors.

But according to two sources who asked Reuters to remain anonymous because the information wasn’t made public, KKR will pay the bid.

KKR chose not to comment.

According to its website, Nitro claimed 3 million licensed users and 13,000 enterprise clients.

Alludo said that its offer must receive support from 75% of investors to be accepted. If not, it will execute an off-market takeover that needs the help of shareholders by a minimum of 50.1%.

According to the scheme of the arrangement, Alludo claimed that its proposal needs the support of 75% of investors to be accepted. 

Potentia has acquired a 19.8% stake in Nitro but chose not to respond to inquiries about the Alludo offer.

Nitro stated that it had urged its shareholders to support and accept the North American-based Alludo plan, subject to the rejection of any competing, higher offers.

In March 2023, the business anticipates holding a shareholder’s meeting in connection with the Alludo offer.

The acquisition is part of Nitro’s efforts to drive growth in the increasingly competitive document and content management industry. Through the merger, Nitro will access Alludo’s years of experience in helping companies improve collaboration and enhance workflows.

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