The acquisition of telecom billing software firm Portal Software looked like an easy purchase, but Portal shareholders withheld much of the stock Oracle requested with its tender offer of $4.90 per share.
Portal CEO Dave Labuda announced the sale of his company to Oracle in April. The $220 million deal appeared to be a fait accompli given the company’s shaky history according to a Mercury News report.
Instead of receiving the 90 percent of outstanding shares of the company, Oracle only picked up 52 percent of Portal. That forced Oracle to extend the timeframe for acceptance of its tender offer to June 6th, as noted in the SEC filing they submitted on May 23rd.
The article noted how much of the furor about the offer has emanated from the offices of Portal’s largest shareholder, Berggruen Holdings in New York. The firm holds 9.1 percent of Portal’s shares and had nothing kind to say about the minuscule offer from Oracle:
“They hastily got this thing sold at a low price,” said Joshua Horowitz, director of research at Berggruen. “The insiders are happy to just get out and wash their hands of the whole thing. But that’s not fair to the people who invested in the business.”
Horowitz suggested Portal’s true value is in the $6.75 to $12.98 per share range. His firm is also displeased about a “flawed sales process” they believe led to Portal rejecting offers of $5.00 and $5.05 per share from separate private equity firms.
Judging by the shareholder response to Oracle’s offer, Berggruen was not the only shareholder displeased with Portal’s acceptance of the deal. Oracle maintained optimism the deal would eventually close.
Oracle co-president Charles Phillips said in a Merc interview that this was just part of the process. “(No) matter what price you pay there’s going to be an issue,” he said.
Portal’s fascinating history came in for review, as the report cited a laundry list of accounting irregularities, insider selling, and enormous executive compensation well out of proportion to the company’s performance over the years.
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David Utter is a staff writer for Murdok covering technology and business.
