Magnet Forensics’s $1.8-billion takeover draws conflicting recommendations from proxy advisers Glass Lewis and ISS

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Magnet Forensics’s $1.8-billion takeover draws conflicting recommendations from proxy advisers Glass Lewis and ISS
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While Institutional Shareholder Services endorses the deal, Glass Lewis says the opposite

A controversial takeover of one of the jewels of Canada’s technology sector has caused a rift among shareholders. Now, the two leading independent proxy advisory firms - whose opinions often influence shareholder votes - have issued conflicting recommendations regarding the proposed $1.8-billion buyout of Magnet Forensics Inc. by U.S. private equity giant Thoma Bravo LP.

The deal, which goes to a shareholder vote March 23, requires majority support from both classes of investors – multiple and subordinate voting. The three multiple voting shareholders – chief executive officer Adam Belsher, chief technology officer Jad Saliba and chair Jim Balsillie – support the deal.

Nellore has complained the offer to subordinate voting shareholders, which amounted to a 15-per-cent premium over its last prior trading price, is too low. It would prefer either a much higher price or that Thoma Bravo roll Grayshift into Magnet in exchange for stock in a still-public company.

The company, whose executive suite is stocked with BlackBerry Ltd. alumni, has consistently beaten analyst estimates and its own internal projections, including last week,fourth quarter revenue of $31-million – up 45 per cent year over year – and $9.5-million in adjusted operating earnings, more than double the amount in the same period a year ago.

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