An independent board committee for the Waterloo, Ont.-based digital-forensics company said it went through a “robust and fair process” before approving the private equity giant Thoma Bravo’s proposal to buy it. Committee members Carol Leaman and Jerome Pickett said in a statement that the deal would generate value for shareholders “while relieving them of the risk of continued ownership that would be subject to normal course risks related to competition, industry consolidation, market conditions and the company’s access to growth capital.” (The Logic)
Talking point: Magnet agreed to merge with Thoma subsidiary Grayshift in January, after Thoma outbid Magnet last year to buy Grayshift. The parties agreed Thoma would buy Magnet for $44.25 per share, about 15 per cent higher than Magnet’s closing price the day before announcing the deal. But Nellore Capital—Magnet’s largest outside investor with about 10 per cent of the company’s shares—said the price is “simply too low.” It projected the stock would be trading above $60 within six to nine months if it were to stay public, and argued the company is worth up to $84.80 per share. In a Thursday statement, Nellore said it would vote against the deal next month, unless the transaction was restructured. It called for Thoma to instead buy 13.2 million shares in Magnet through a private placement or pay “a fair price that can compete with probable standalone long-term returns of [Magnet].”