CDC turned away by Onyx yet again

This just in: CDC has been rejected again. As media continues to use wooing-related expressions (one website today ran the story under the headline “CRM Vendor Onyx Still Publicly Engaged to M2M, Spurns CDC Offer”), here let’s say that CDC should never have proposed. The battle for the hand of Onyx began late last year, when Hong Kong-based CDC proposed a deal to buy out Onyx.

This proposal was essentially ignored altogether, the Onyx board stating they had no plans to sell. CDC Software then threw US $50 million on the table; also rejected by Onyx, who dissed CDC by publicly giving the reason for rejection as “CDC Software assets are performing poorly.” Onyx board members signed a definitive agreement to be acquired by M2M Holdings Inc., owned by Battery Ventures VI, L.P. and Thoma Cressey Equity Partners. CDC ignored the engagement announcement like a proper scorned lover and put out yet another offer three days ago. Onyx dissed CDC by essentially accusing CDC of a bait and switch routine.

On June 20, CDC press material offered an all-cash offer, but gave that up presumably when CDC officials feared that Onyx might actually take it seriously. “Yet only two days later,” Onyx retorted, “CDC has abandoned its all cash offer and now purports to offer Onyx shareholders only a combination of cash and stock, demonstrating CDC’s inconsistent statements and unpredictable behavior.” Ouch. Onyx PR representatives told a Reuters reporter that “an agreement to be acquired by privately held M2M Holdings Inc. offers shareholders better value.”

Today’s Onyx statement “reaffirms its support of the all cash transaction with M2M.” (This line was chased by the obligatory legalese to the effect that Onyx is prohibited by the terms of its definitive merger agreement with M2M from participating in any discussions or negotiations regarding a possible transaction or furnishing to CDC any due diligence information.

“Unless,” excepted the statement, “the Onyx board of directors reasonably determines in good faith, after consultation with its financial advisor and its outside counsel, that the CDC announcement constitutes or would reasonably be expected to lead to a transaction that is superior to the definitive agreement with M2M."

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