Betrusted Holdings Inc appears to have won the battle for control of managed security services vendor Ubizen BV, although rival bidder Ubidco NV still stands in its way of securing the company.
Leuven, Belgium-based Ubizen announced that Betrusted has launched its takeover bid to acquire the 33.4 million shares of Ubizen it does not already own, as well as 1.2 million warrants.
Columbia, Maryland-based Betrusted acquired 9.09% of the outstanding shares of Ubizen last week after 3,580,576 new shares were issued to the security consulting and managed services vendor at a price of 1.32 euros ($1.68) per share.
Betrusted is now offering 1.32 euros for the remaining shares of Ubizen, as well as between 0.0139 euros and 0.4585 euros per warrant, depending on individual warrant terms. Betrusted’s principle shareholder, One Equity Partners, is funding the bid and is prepared to supply up to 48m euros ($60.9m) to the company to land the deal.
A significant stumbling block still stands in Betrusted’s way in the form of rival bidder Ubidco, however. The consortium of venture capitalist, comprised of Apax Partners, Kennet Venture Partners, and KBC Investco, launched an initial 0.95 euros per share bid for Ubizen in November 2003.
On February 9, Ubidco announced that it owned 38.17% of Ubizen’s shares (34.7% after the new shares were issued to Betrusted), following the closure of its call option on January 28. This holding included the shareholdings of key shareholders who have subsequently declared their wish to tender their shares to Betrusted.
Ubidco has decided not to return the shares to the key shareholders, and ownership of the shares has not been decided, causing considerable confusion that may well end up in court. Nevertheless, having dropped its condition to own 40% of the outstanding shares, Betrusted remains confident that its bid will succeed.
Betrusted’s bid runs between February 19 and March 3. If at the end of that period Betrusted owns 95% of outstanding shares a compulsory purchase (or public squeeze-out offer as Ubizen puts it) which will be subject to the same conditions as the current offer.
This article is based on material originally published by ComputerWire