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Third bidder in contest for Softline

By Iain Scott, ITWeb group consulting editor
Johannesburg, 26 Jun 2003

FTSE 100 company Sage Group is considering making an offer to buy Softline for at least 180c a share, far in excess of the two existing proposed bids.

There is still only one firm offer on the table, that of the Softline management consortium which has offered shareholders 130c a share.

The 145c offer proposed by the Ferrer consortium - comprising Pastel founder Ivan Ferrer and Dutch-based Exact Holding - and the latest by the Sage Group are subject to a review of information provided by Softline.

The Softline share surged on the news this morning. Speculation had already been rife that a third potential bidder might enter the contest for the group, with estimates of an offer coming in at between 160c and 180c a share.

The market appears to have taken the conservative approach prior to the announcement, with the share closing at 160c yesterday. By early this morning it was up by 15c or 9.4% at 175c.

Sage Group is a supplier of accounting and business management solutions and related products.

Softline, which has consistently refused to comment on the bidding process, says in a statement that Sage has submitted a letter to the board to the effect that it is considering making an offer to shareholders to buy their shares for no less than 180c a share.

Alternatively, it may offer to "acquire the entire, or substantially the entire, business undertaking of Softline for a similar consideration, subject to the outcome of a satisfactory due diligence. The form of the offer would depend on the results of a due diligence review."

Sensitivity

Although shareholders have been awaiting the outcome of a due diligence by the Ferrer consortium, Softline has resisted providing all its information because of concerns about disclosing sensitive information to a competitor.

Softline proposed originally that it would either withhold certain highly sensitive information or disclose it only to the consortium's independent advisors.

After the Ferrer consortium objected, the Panel (SRP) advised Softline that it could not categorise the information and prescribe different disclosure terms and conditions for different categories of information.

"The independent process committee has considered this ruling and has today made further representations that may give rise to an appeal against this decision to the executive committee of the SRP," Softline says.

Softline says that yesterday the independent process committee tendered to the consortium the disclosure of all information to which it may be entitled in terms of regulations, subject to confidentiality undertakings "including, in relation only to the most competitively sensitive information, to a requirement that same be accessible only to the Dutch consortium's independent advisors".

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