Odyssey was appointed by the Independent Directors of an IT and software company to provide advice on a takeover from the company’s largest shareholder that had made an offer to take the company private in conjunction with a financial sponsor

Odyssey won the assignment in a formal pitch process after being introduced by the Chairman who had worked previously with Odyssey

Odyssey role

Odyssey acted as advisor to the Independent Directors in responding to the offer and in the preparation of the Target Statement. The role included

• Appointment of an Independent Expert to prepare a report for inclusion in the Target Statement
• Project management of the legal and other advisors
• Preparation of the Target Statement, in conjunction with the legal advisors
• Managing communication with major shareholders
• Negotiation with the bidder to improve their offer
• Liaison with regulators

Odyssey value-add

The negotiations to achieve a higher offer were difficult as the bidder had recently been part of management and had a detailed knowledge of the performance of the company. In addition, the financial sponsor who was bidding jointly with the former management was initially unwilling to support a higher offer

Odyssey was able to work with the Independent Directors to extract a higher price from the bidder and thus the bid was completed with a recommendation from the Directors for shareholders to accept the offer