The independent directors of Alphyra have said any offer for the firm that would increase shareholder value would be welcomed.
The two independent directors, Mr Nick Koumarianos and Mr Grant Wilkinson, have also advised shareholders not to take any action pending clarification of the intentions of First Data Corporation (FDC). They were responding to comments from Alphyra's management team that an offer from FDC would be regarded as "hostile and most unwelcome".
Denver-based FDC approached Alphyra to express an interest shortly before chief executive Mr John Nagle initiated a management buyout (MBO) offer for the company at €2.45 per share last December.
"The independent directors, who have sole responsibility in this regard, would like to emphasise that any possible offer that would increase shareholder value would be welcomed," the pair said in a statement. They repeated that discussions with FDC were ongoing.
Meanwhile, the offer document containing details of the MBO was posted to shareholders yesterday. The offer from the 10-member management team, led by Mr Nagle and finance director Mr John Williamson, values the company at €80 million. The MBO is backed by Benchmark Capital, which will own 89.5 per cent of the bid vehicle, Rendina, according to the offer document.
Benchmark is investing €30 million for its stake and is also lending up to €34 million to the company under a convertible bridging facility. Further bridging loan facilities of €15 million have been made available by IIB Bank.
The management team, which includes Alphyra's marketing director, Mr Alan Graham, its commercial director, Mr Patrick Kirby, and company secretary Ms Brenda Hogan, will subscribe €3.5 million for the remaining 10.5 per cent of Rendina.
The first closing date for the offer is February 5th. The offer has been recommended by the independent directors, who said it provided shareholders with "delivery of certain value against the risks associated with the delivery of future results".
They have undertaken to accept the offer in respect of their own shareholding of 12,097 shares.
However, this undertaking can be withdrawn in the event that a higher competing offer is made.
It also emerged in the offer document that Alphyra has agreed to pay the non-executive directors for the additional work carried out by them in connection with the offer.
They will each receive €125,000, which will be paid whether or not the offer becomes unconditional.
Rendina said its strategy was to continue the roll-out of Alphyra's electronic transactions business in European markets and also to pursue the company's strategy of extending its business to other global markets. Alphyra shares closed 10 cents lower at €2.55 last night but remain above the MBO price, suggesting the market believes a rival offer from FDC remains a possibility.
