UPDATE: Major Bridgewater shareholder pledges support for $211M takeover



Ed Ogonek of Bridgewater Systems. (File photo) Etienne Ranger

Ed Ogonek of Bridgewater Systems. (File photo)

Krystle Chow
Published on June 21, 2011
Published on June 21, 2011
Krystle Chow  RSS Feed
Ottawa Business Journal

Bridgewater Systems (TSX:BWC) has secured the support of a major institutional shareholder for its $211-million takeover by Amdocs Ltd. (NYSE:DOX), with 40.2 per cent of the Ottawa company's shareholders now agreeing to vote in favour of the deal.

Topics :
Amdocs , Crescendo Partners , Toronto Stock Exchange , Ottawa

The company said the institutional shareholder has entered into a support agreement, joining several other institutional shareholders, senior officers and directors who have also signed similar agreements pledging their approval of the transaction.

Few details were provided on the identity of the shareholder, and calls to Bridgewater for further information were not returned. However, the news indicates growing support for the deal, as the updated percentage is higher than in the firm's original announcement on June 17, which showed that stakeholders holding about 35.3 per cent of Bridgewater's common shares had entered into support agreements.

At least one analyst was not in agreement about the sale. National Bank Financial's Kris Thompson stated in a research note that it was the wrong time to sell the company.

"Our view is that Bridgewater is selling the company at the worst possible time; right after a material revenue guidance reduction and at the same time the company is investing for future growth (hurting near-term margins)," he wrote.

"However, we believe that the board conducted a process to identify other potential acquirers. If you’re not in a rush to reinvest proceeds from the sale of this stock, the deal should close within 90 days and there is a slight chance that another bidder emerges given the attractive valuation."

The June 17 release indicated that a group of directors, senior officers and certain institutional shareholders - together holding a total of approximately 24.8 per cent of the company's issued and outstanding common shares - along with Crescendo Partners II, L.P. Series MI and Crescendo Partners III L.P., which together have a 10.5-per-cent stake in Bridgewater, have agreed to vote in favour of the arrangement.

Bridgewater said the special meeting of shareholders to vote on the deal will take place on Aug. 5, and the deal is expected to close in mid-September.

Missouri-based Amdocs is offering $8.20 in cash per Bridgewater share, a 30-per-cent premium over the latter's closing price on June 16, the day before the deal was announced. Bridgewater officials said the transaction would allow the company to continue to grow as an "independent, stand-alone business unit" within Amdocs, which is attracted to Bridgewater's expertise in fourth-generation networks and managing smartphone data usage.

Bridgewater CEO Ed Ogonek added the company expects to maintain much of its Ottawa operations, with several of the firm's locally based executives - including himself - signing agreements to stay on with Amdocs to manage the business unit.

Shares of the company were frozen at $8.12 on the Toronto Stock Exchange, in the mid-afternoon of Tuesday.

See also: Bridgewater to be acquired for $211M

 

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