With Growing Momentum to the Stop Magnet Forensics Takeover, Nellore Summarizes Campaign and Urges Shareholders to Vote AGAINST on the GOLD Proxy
PALO ALTO, Calif., March 16, 2023 /CNW/ - Nellore Capital Management LLC ("Nellore) today issued another public letter urging all shareholders of Magnet Forensics Inc. ("Magnet") (TSX: MAGT) to use to GOLD proxy to vote AGAINST the proposed C$1.8 billion takeover by Thoma Bravo.
Nellore believes that shareholders should be aligned with the independent proxy advisor Glass Lewis, which recommended rejection of the takeover citing "inadequate valuation." Nellore's news release on the Glass Lewis report is available here. If you have already voted another proxy, you can still vote the GOLD proxy AGAINST the takeover. Only the later-dated vote will be counted.
The full text of the letter to shareholders follows:
Dear Fellow Shareholders,
With only a few days left to vote, and with growing momentum to stop the unequal and underpriced takeover offer for Magnet, I urge you to join me in the campaign AGAINST the "take under" transaction of C$44.25 per subordinate voting ("SV") share.
I am the founder and portfolio manager of Nellore, the largest holder of SV shares of Magnet. Magnet is a special business, exhibiting financial characteristics that put it in the top 1% of all publicly traded software businesses, and that is why we are proud to be the largest outside shareholder. You can imagine my disappointment when we woke up on January 20th to see our shares being acquired for a very low price and all of the upside in which we hoped to participate for years to come gone.
Other shareholders, with approximately 2 million SV shares between them, also oppose the takeover. When combined with Nellore's 1.3 million SV shares, we are nearly there. But we need your help to get us across the line and ensure that SV shareholders receive FULL VALUE and FAIR TREATMENT for our investment in Magnet.
Time is running out, so you need to vote today to ensure your vote is counted at the Meeting of Shareholders. The deadline to vote is Monday, March 20 at 5pm Toronto time.
Here are the top 10 critical reasons to vote AGAINST:
- "An awkwardly stellar quarter from the company being taken private, no conference call this AM. Revenue +45% yoy to 31mm, above cons at 29mm. Beat 7% above cons compares to avg of 5%. ARR also strong, 50% yoy to 92mm above est at 88mm. EBITDA also strong at 9.5mm above cons at 6mm. Strong results reaffirm that purchase price too low for investors. Vote is in a week and a half, will see what comes out." – RBC
- "Q4 results were outstanding again and would normally have led to a big jump in the shares if this was still trading on fundamentals. Remains secondary to the ongoing takeover bid from Thoma Bravo." – Canaccord Genuity
Vote for Your Financial Interest
I urge you to vote for your financial interest and stop this unequal and underpriced takeover. In the absence of equal and fair treatment, shareholders must vote the GOLD proxy AGAINST until we are all offered a price sufficient for the bright future with which we are being forced to part.
If you have any questions at all regarding the transaction or how to vote, please don't hesitate to call me at (501) 551 0128 or to email me at [email protected].
About Nellore Capital Management LLC
Nellore Capital Management invests in entrepreneurially managed, competitively advantaged technology businesses globally for the long term.
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SOURCE Nellore Capital Management LLC