SS&C Technologies, a US provider of investment management software, has waded into the battle for control of Canada's Financial Models Company (FMC) with a takeover bid that exceeds a competing offer from France's Linedata Services.
SS&C has made a "non-binding proposal" to acquire all FMC stock for C$17.70 per share in cash.
In a statement, FMC says it is prepared to accept the higher bid from SS&C and has notified Linedata on its intentions. Under acquisition and lock-up agreements, the French firm now has until 24 February to submit a counter offer.
Linedata originally began bidding for FMC back in December with a mixed cash and stock offer that valued each FMC share at C$12.76. The firm upped its offer by 15% to around $14.50 a share in January following a bid from FMC president and chief executive Stamos Katotakis.
Katotakis, who holds 40% of FMC stock, is bidding $12.20 per share in cash for the rest of the company. Katotakis was using a pre-existing shareholder's agreement to buy a 42% stake in FMC from fellow shareholders William Waters and BoNY Capital.
But last week the Ontario Superior Court overturned the shareholder's agreement and ruled instead that Waters and BoNY Capital were bound to tender their shares to Linedata.
Katotakis is appealing the court ruling and SS&C says its offer for FMC is subject to the outcome of the appeal which is to be heard next Tuesday. If Katotakis is successful, he will be legally entitled to acquire the 42% stake held by Waters and BNY Capital.
In a statement, SS&C says other than the higher price, its proposal "contemplates substantially the same terms" as Linedata's bid. Bill Stone, CEO, SS&C, says: "Our objective in making this proposal is to execute a mutually beneficial business combination, one that maximises the benefit to all Financial Models' shareholders.
"We believe our proposal constitutes a 'Superior Proposal' as defined in the Linedata acquisition agreement and stockholder lock-up agreements."
The FMC board has agreed a $6 million break fee which it is obliged to pay to Linedata if the deal is terminated due to a superior offer.