Pivotal gets last-minute bid from CDC Software

Mid-market CRM software maker Pivotal has announced that CDC Software has submitted a firm offer which tops plans to be bought by...

Mid-market CRM software maker Pivotal has announced that CDC Software has submitted a firm offer which tops plans to be bought by Oak Investment Partners.

CDC, a unit of Hong Kong-based Chinadotcom, has offered Pivotal shareholders a choice of $2 cash or $2.14 in cash and Chinadotcom stock in exchange for each share of Pivotal stock. The offer values Pivotal at around $52m, and tops the $1.78 cash per share offered by Oak.

Oak, an investor in Pivotal, agreed in early November to acquire the company and merge it with Talisma, another Oak-based developer of sales, marketing and customer service software.

Days before a scheduled Pivotal shareholders' vote on that deal, Pivotal rival Onyx Software stepped forward with an unsolicited bid to acquire Pivotal.

Pivotal's board of directors recommended rejection of that all-stock deal, but as the company fielded Onyx's offer, CDC submitted its own unsolicited bid, after failing to make an offer when approached earlier in Pivotal's process of soliciting potential buyers.

Pivotal's board initially rejected CDC's bid, citing significant risks that the contingency-laden offer would not result in a sale. CDC responded by offering to speed up its due diligence process, and Pivotal agreed to spend last week negotiating with CDC.

Although Pivotal has determined that the proposed CDC buyout is a superior deal to the previous arrangement with Oak, the company is constrained by its Oak agreement from accepting CDC's offer.

Pivotal is to postpone its shareholder vote on the Oak/Talisma offer for the third time.

If CDC is successful in acquiring Pivotal, the company will use Pivotal's CRM technology in the midmarket enterprise resource planning suite it is building by acquiring component applications.

CDC focuses on selling business applications to customers in the Asia Pacific region, particularly in manufacturing.

Stacey Cowley writes for IDG News Service

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