MYOB says no to Manhattan takeover

MYOB (ASX: MYO) has recommended its shareholders reject the conditional takeover offer from Manhattan Software Bidco.

Manhattan Software announced its intention to acquire all outstanding MYOB shares on October 30 at $1.15 cash per share, touting it as an “attractive” offer that “provides the certainty of cash consideration in an uncertain economic environment”.

MYOB has released a statement saying the Manhattan bid is “inadequate and undervalues MYOB’s existing business and future prospects”.

MYOB chairman, Simon McKeon, claimed Manhattan was seeking to take advantage of the unprecedented volatility in global markets by acquiring MYOB through a highly conditional offer without paying fair value to shareholders.

“The offer represents an unusually skinny premium and is low relative to comparable trading multiples,” he said.

“You only get to sell your shares once, and shareholders deserve to get an appropriate value for their company.”

According to MYOB, accountant and auditor firm, Lonergan Edwards, valued MYOB shares in the range of $1.16 to $1.29 per share, and found Manhattan’s offer “neither fair nor reasonable” to shareholders.

MYOB has undergone a streamlining of business operations this year, most recently rejigging its US operations and pulling out of mainland China after failing to cement as strong a marketplace as it has in other south-east Asian markets.

The company said the combined effect of the restructuring was put at $6.2 million on its 2008 pro-forma adjusted EBITDA.

“The strength of the business and our confidence in its future has enabled the Board to return 37 cents per share in capital returns and dividend payments to shareholders in 2008 alone,” McKeon said.

“MYOB is a resilient business that has continued to grow both profit and cash flow despite the recent downturn in business confidence. We are projecting EBITDA growth of not less than 10 per cent for 2009 and have every confidence for the company’s future growth beyond this.”

MYOB said its board and management are in discussions with a number of other suitors that may result in a more lucrative offer to MYOB shareholders.

Sealing a deal with Manhattan has not been totally ruled out, however, with discussions between the two parties being held.

Should those negotiations fail or an alternative, superior offer isn’t found, the board claimed shareholders will get the best value by hanging onto their shares.

MYOB’s directors, who hold an aggregate 29 percent of the issued capital of MYOB, will reject the Manhattan offer.

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