In a report obtained by The Logic, the advisory firm Institutional Shareholder Services offered “cautionary support” of the proposed takeover, saying the U.S. private equity giant’s $44.25-per-share offer was “reasonable” and “represents a premium” on Magnet’s current stock. The Globe and Mail first reported on the ISS finding. (The Logic, The Globe and Mail)
Talking point: ISS’s report follows Egan-Jones Proxy Services’ earlier support of the deal, despite concerns raised by Nellore Capital Management, which owns a 10.6 per cent stake in Waterloo, Ont.-based Magnet. Nellore has opposed the proposed deal to merge the cybersecurity and digital forensics company with Thoma subsidiary Grayshift, due to conflict of interest concerns and a valuation it said is “simply too low.” (The $44.25-per-share bid is 15 per cent higher than Magnet’s closing price the day before announcing the deal.) ISS, for its part, also had “inherent concerns about opportunism” given Magnet is majority-controlled by a small group, and “questions about whether disinterested shareholders are capturing enough of the transaction’s upside.” Magnet’s three multiple-voting shareholders—chairman Jim Balsillie, CEO Adam Belsher and CTO Jad Saliba—support the deal; in a statement to The Logic, Magnet said it was “pleased” with ISS’s findings.