Tyro Payments (ASX:TYR) rejects “highly opportunistic” $694m Potentia takeover bid

• Tyro Payments (TYR) rejects an unsolicited $694 million takeover bid from a group of private equity investors led by Potentia Capital Management
• The group offered $1.27 per share for full control of Tyro in a deal that would give shareholders the option to receive their consideration in cash, scrip or both
• However, Tyro says the “opportunistic” bid undervalues its business, with the $1.27 price tag well below the company’s peak trading price over the past 12 months
• As such, the Tyro board says it will reject the offer in its current form
• Shares in Tyro spike 28 per cent to just below the offer price, trading at $1.26 at midday AEST

Tyro Payments (TYR) has rejected an unsolicited $694 million takeover bid from a group of private equity investors led by Potentia Capital Management.

Potentia presented a proposal on behalf of the consortium, which included HarbourVest Partners, MLC Investments and The Construction and Building Unions Superannuation Fund.

The group has offered Tyro $1.27 per share for full control of the company in a deal that would give shareholders the option to receive their consideration in the form of cash, scrip or both.

However, Tyro said the “opportunistic” offer materially undervalued the business given its shares had traded for well over $2 per share for much of the past year.

Given its past value and “attractive growth prospects”, Tyro rejected the Potentia offer and told shareholders to take no action regarding the deal.

Nevertheless, Potentia said it had struck a voting and acceptance deed with Cannon-Brookes Head Trust (Grok), which holds a 12.5 per cent interest in Tyro.

This essentially means Grok will vote in favour of the deal and cannot take any action under a competing offer unless that offer is at least 25 cents per share greater than the Potentia offer.

Shares in Tyro have spiked 28 per cent to just below the offer price, trading at $1.26 at midday AEST.