TAKEOVER UPDATE

Overview

This website has been created to provide information and assistance to Nitro shareholders in relation to the change of control proposals  that Nitro has received. 


Nitro Software ("Nitro") is the subject of two separate change of control proposals:

  • A Takeover Offer from Potentia Capital, a private equity company, at A$1.80 cash per share; and
  • A binding proposal from Alludo, a global technology company backed by private equity group KKR, to acquire 100% of Nitro Software through a Scheme of Arrangement at a price of A$2.00 cash per share or a simultaneous Takeover Offer, also at A$2.00 cash per share.

The Nitro Board has considered the Potentia Offer and concluded that it undervalues Nitro and that it unanimously rejects the Potentia Offer as not being in the best interests of shareholders. The Nitro Board recommends that shareholders “take no action” and reject the Potentia Offer for your Nitro Shares.

Nitro announced on 15 November that it entered into a binding legal agreement with Alludo at A$2.00 cash per share, by way of Scheme of arrangement (“Alludo Scheme”) and simultaneous off-market takeover bid (“Alludo Takeover Offer"). The Nitro Board unanimously recommends that shareholders vote in favour of the Alludo Scheme and accept the Alludo Takeover Offer in the absence of a superior proposal and subject to the Independent Expert concluding that the Alludo Scheme is in the best interests of Nitro shareholders and that the Alludo Takeover Offer is fair and reasonable.

ASX Announcements

Nitro’s ASX releases, including those related to the two change of control proposals, can be accessed hereOpens in new window .

Key Dates *

Despatch Target's Statement to Shareholders November 2022
First Court Hearing for Alludo Scheme of Arrangement January/February 2023
Despatch Alludo Transaction Booklet to Nitro Shareholders February 2023
Alludo Scheme Meeting March 2023

* This timetable is indicative only and the dates may change.

FAQ

What is happening?Collapsed
What do I need to do?Collapsed
What is the Potentia Offer?Collapsed
What does the Nitro Board recommend I do about the Potentia Offer?Collapsed
When will I get more information about the Potentia Offer?Collapsed
Who is Alludo?Collapsed
What is the Alludo Transaction?Collapsed
Is the Alludo Transaction subject to any conditions?Collapsed
What is the Alludo Scheme and the Alludo Takeover Offer?Collapsed
Why aren’t I being asked to accept the Alludo Transaction at this time?Collapsed
If I vote in favour of the Alludo Scheme, should I also accept the Alludo Takeover Offer? Collapsed
When will I get more information about the Alludo Transaction?Collapsed
When is the Alludo Transaction expected to complete?Collapsed

Give us a call on

If you have any questions, or would like further information, about matters relating to the takeover offer for your Nitro shares, please contact the Nitro Shareholder Information Line:

1300 381 572
(within AUS)

+61 2 9066 4082
(outside AUS)

Lines are open Monday to Friday between 9am – 5pm (Sydney Time).