Onyx Software Bids for Pivotal Corp.

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CRM vendor Onyx Software Corp., Bellevue, WA, announced an unsolicited proposal yesterday to acquire Pivotal Corp.

The proposal, submitted by letter to the Pivotal board of directors yesterday, would combine the companies on the basis of 0.475 shares of Onyx Software common stock for each common share of Pivotal Corp., or about 12.5 million shares of Onyx. The approximate price per Pivotal share of $2.25 is based on the $4.73 closing price of Onyx common stock Nov. 11.

Pivotal said Oct. 8 that it had entered into a definitive agreement to be acquired by Talisma Corp. in a cash transaction financed by Oak Investment Partners valued at $1.78 per share. The Talisma transaction is pending and is scheduled for a shareholder vote Nov. 18.

Onyx said its proposal represents a 26 percent premium over the Talisma offer.

Onyx Software CEO Brent Frei said Pivotal would make a good fit with his company because they share a legacy of development on the Microsoft platform, sell broadly to various industries and have efforts focused on specific verticals. In addition, Onyx tends to sell to the mid-market and above while Pivotal tends to sell to mid-market and below.

The deal would make Onyx the second-largest pure-play CRM vendor with more than 2,600 customers and an annual revenue run rate of more than $110 million.


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