Invensys has extended the deadline for Baan shareholders to accept its takeover offer, after falling well short of the 95 per cent approval threshold it had hoped to reach by yesterday.
Shareholders now have until 25 July to decide whether to accept Invensys' 2.85 euros (£1.78) a share offer. Invensys said it would not increase the offer nor lower the 95 per cent acceptance condition.
As of yesterday's original deadline, Invensys had enough backing to acquire control of 58 per cent of Baan, including the 25 per cent stake it already owns. The company said yesterday that it had received approval to buy a further 33 per cent of Baan stock, but was not yet accepting those shares.
Invensys warned in a statement issued to the London Stock Exchange on Friday morning: "Failure to accept this offer increases the likelihood that the remaining condition of the offer will not be met, and Baan will therefore be left to face a difficult and uncertain future. Invensys urges all remaining shareholders to follow the recommendations of Baan's management and supervisory boards and accept the offer without delay."
A spokesman for Invensys told vnunet.com that the company felt shareholders just needed more time to accept Baan's situation.
He said that a decision taken at Baan's AGM at the end of June to delay publishing the company's end of year accounts until 15 July, two days after the original stock offer deadline, may have contributed to the delay.
He also said that once shareholders had examined the accounts closely and realised Baan's predicament, more would accept Invensys' offer. At last month's AGM, Baan chief financial officer Rob Reiser warned that the company faced "possible bankruptcy" if shareholders did not agree to sell their shares to Invensys.
Some analysts believe that Invensys will gain at least the 66 per cent of Baan needed to gain control of the company, and may settle for that and press ahead with its plans despite the presence of minority stockholders. Under Dutch law, anyone owning more than 95 per cent of a company's stock can request a court order forcing the remaining stockholders to sell it their shares.
However, there is a still one blot on the horizon for Invensys. Ernst Sonneveldt, who claims to represent a coalition of shareholders owning around a fifth of Baan stock, has urged shareholders to hold onto their stock.
On a website set up to publicise their arguments, baaninvestors.com, Sonneveldt said the extension has not been pushed back far enough as many shareholders are still on holiday and Baan's figures have not been published. He also said the group would push for further discussions with Baan and Invensys.
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