See updated links for 5/30 and 5/31 below.
Friday was a busy day and I did not see the until about 3pm. Curiousity killed that cat and I took some time to listen to the archived conference call (find the number in the “Conference Call” section of the Hummingbird press release.)
I got more than I bargained for on a Friday afternoon. Not surprised to find an audience of financial analysts, I was more than a bit surprised to hear comments such as “stunned,” “ridiculous,” and “questionable as to fiduciary responsibility.” Cetainly, many of the financial analysts asked (redundant) questions in the manner that reporters would use, i.e. slow, steady, and determined to get an answer. Others however, were quite more emotional than I’ve ever experienced from an acquisition- or earnings-type call — or from financial analysts for that matter. Some analysts advised shareholders to “vote against this” with vigor. It got so interesting that I realized I had listened to the entire call without intending to.
I must say I too was “stunned” at the announcement because the acquisition was not a technology to technology play. I have followed Hummingbird for years and think they have done a great job educating the market on ECM as well as expanding a very tangible beachhead in the legal vertical. So *my* stunned was that I thought it would be… well, just someone else! Just who is Symphony Technology Group? According to their Web site, it is a strategic holding company. According to Hummingbird, it was the only *serious* bidder they spoke to about an acquisition and talks began in February.
The “open door or not” title describes the crux of the emotion on the part of the financial analysts. In essence, Hummingbird described a process in which Symphony approached Hummingbird. Hummingbird did not solicit other bids from other financial or technology vendors. At the same time however, Hummingbird was repeatedly adament at stating that Symphony was the only serious bidder. Clearly there was at least one more.
In response to repeated analysts’ opinions that the valuation was extremely low, that the company was worth far more, and that the bidding process should have been more open, the Hummingbird response was: “The door is now open, other bidders can come to the table; we were not shopping – we did not put ourselves on the block.” The “or not” part of the “is the door open?” question is that simultaneously, Hummingbird stated that the process will move swiftly and the company is confident that Sympony has no other technology company holdings that overlap Hummingbird’s expertise in ECM. Also according to Hummingbird, “nothing has changed in our company” and there are no management contracts in place with Symphony for the deal.
The documents on full disclosure on the details will be available tomorrow, Tues 5/30, according to Hummingbird. I am sure more blog entries will add to my report. I’ll update this entry with links I find tomorrow.
Tuesday 5/30 Update:
Computer Business Review Online has weighed in…
Wednesday 5/31 Update:
Note the quote “Fred Sorkin and Barry Litwin, Hummingbird’s chairman and chief executive, respectively, own about 12% of the outstanding shares and don’t want the company bought by another technology firm. The company might cut [our] products,” said Mr. Sorkin, although all offers will be entertained. This leads to distraction and lack of value creation.”
Arrangement Agreement Papers Available… The site is www.sedar.com, “the official site that provides access to most public securities documents and information filed by public companies and investment funds with the Canadian Securities Administrators (CSA) in the SEDAR filing system.” Search for Public Companies = Hummingbird + Date Filed = May 26,2006 if you are interested. Curiously, the Document Type is listed as “Other”.