Third Pivotal suitor steps into the spotlight

Asia-focused software, services and technology marketing company Chinadotcom Corp. has joined the last-minute bidding for CRM (customer relationship management) software vendor Pivotal Corp., whose shareholders are set to vote this week on a different acquisition offer that the company's board agreed to last month.

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Pivotal, headquartered in Vancouver, has been at the center of an unexpected flurry of unsolicited takeover bids. In early October, after hiring an advisor to consider Pivotal's options and solicit buyers, the financially struggling company announced plans to be taken over by one of its investors, Oak Investment Partners. Oak planned to pay $1.78 per share for Pivotal, a total of around $47 million, and merge it with another sales and marketing software vendor in Oak's portfolio, Talisma Corp.

That plan was disrupted last week when a rival with whom Pivotal previously declined to pursue merger discussions, Onyx Software Corp., swept in with an unsolicited stock-swap offer to acquire Pivotal. Pivotal's board rejected that proposal, but said Monday it had received a second unsolicited bid requiring evaluation. 

Hong Kong-based Chinadotcom said Tuesday it sent that second bid, offering Pivotal shareholders a choice of either $2 cash per share or a mix of cash and Chinadotcom shares. At $2 cash per share, the offer values Pivotal at approximately $52 million. Chinadotcom also offered Pivotal $20 million in bridge financing to sustain the company until the acquisition could be completed.

Chinadotcom said Pivotal would become part of its CDC Software subsidiary, a unit Chinadotcom is working to shape into a full-service ERP (enterprise resource planning) software vendor. Growth through acquisition is the company's strategy. CDC Software recently bought European developer CIP-Global ApS's Executive Suite analytics software, and purchased a controlling stake in supply-chain management software maker Industri-Matematik International Corp. The company expects to complete by early next year its $69 million purchase of manufacturing industry ERP software vendor Ross Systems Inc.

Pivotal executives were not available for immediate comment on Chinadotcom's Tuesday bid announcement, but Pivotal Chief Financial Officer Divesh Sisodraker said Monday the board was examining its then-unnamed new suitor's offer.

"It needs to be needs to be considered. It is highly conditional and may amount to nothing," Sisodraker said Monday.

Pivotal has a shareholder meeting scheduled for Tuesday afternoon in Vancouver. While the meeting was originally called for a vote on the Oak/Talisma deal, the company now plans to seek an immediate adjournment until Friday, to give shareholders more time to cast votes on the Oak/Talisma proposal in light of the more recent offers.