Invensys bid for Baan was put to shareholders at an extraordinary general meeting (EGM) yesterday - held just hours after the leader of a block of shareholders called on fellow investors to hold on to their shares.
A statement from the Baan Investors Association, which comprises 22 shareholders and their representative Ernst Sonneveldt, said that the offer of 2.85 euros (£1.78) per share from the UK technology firm does not reflect Baan's true value. The group, which claims to hold around a fifth of the company's stock, has set up a website (baaninvestors.com) to publicise its position.
However, Pierre Evereart, Baan's interim chief executive, appears unconcerned by the group's actions. At a news conference following the EGM, he said that he attached "no validity" to moves by the association to block the Invensys bid.
"They have not contacted us, they have never contacted us, and they were not at the shareholders meeting," he said.
"The Invensys bid is the best and only bid on the table. I am confident it will be accepted."
Some 200 shareholders who did attend the EGM heard a detailed account of the negotiations leading up to Invensys' £474m offer for Baan on 31 May.
Initially, Baan contacted 41 potential buyers identified by Lazard Freres, the bankers appointed to help the supplier raise investments and then sell the firm. Some 10 companies, ranging from investment banks to Baan competitors, entered serious negotiations and eventually signed non-disclosure agreements. Only two, however, put offers on the table, and the Invensys bid was considered far superior by the Baan board.
The board said that the deal would cost Invensys almost as much again as the £474m offer for the shares in additional costs to turn Baan into a profitable concern. Chief financial officer Rob Reiser referred to "possible bankruptcy" if shareholders did not agree to sell their shares to Invensys.
Invensys offer of 2.85 euros per share ends on 13 July. If less than 95 per cent of Baan stockholders agree to sell, Invensys can choose whether to scrap the deal or press ahead with the presence of minority shareholders.
Under Dutch law, anyone owning more than 95 per cent of a company's stock can request a court order forcing the remaining shareholders to sell it their shares.
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