Positivo: Lenovo buyout bid 'not in our best interest'
Brazilian PC maker Positivo has confirmed in a regulatory filing that it has rejected a buyout offer from Lenovo, estimated in the Brazilian press as worth up to $800 million.
In a regulatory filing now posted on its Web site, Positivo Informatica has corroborated an earlier statement by Lenovo that the Brazilian PC manufacturer turned back an acquisition bid earlier this week.
Founded in 1978, and currently employing 3,000 people, Positivo is active in the education and publishing markets in Brazil, in addition to the computer industry. Five years ago, in conjunction with Intel and Microsoft, Positivo introduced a computer called the e-PC to Brazil for use in K-12 classrooms.
China-based Lenovo had been eyeing Positivo as an opportunity for further expansion into emerging Latin American computer markets.
The Brazilian press had reported that both Lenovo and Dell might be interested in buying Positivo, also speculating at times on a possible bidding war.
Last week, Lenovo Chairman Yang Yuanqing issued a statement confirming only that Lenovo "has certain preliminary discussions with independent third parties regarding investments opportunities and acquisitions."
Earlier this week, a spokesperson for Lenovo in Hong Kong reportedly told Reuters that Lenovo and Positivo have decided that, due to the current economic climate, "it is not feasible to reach an agreement on a transaction at this time."
Meanwhile, a posting on the Brazilian company's Web site now shows that Positivo's head of investor relations told the SEC on Wednesday that Positivo had gotten a proposal from Lenovo the previous day.
Lenovo's bid "would result, if implemented, in the ownership by Lenovo of the majority of shares issued by the Company at a value of R$18.00 per share" (about $7.54 USD).
Yet after reviewing the bid, "we did not consider it to be in our best long-term interest," according to a statement from Positivo's controlling shareholders which is included in the filing.
In addition, "there is no expectation of negotiations with Lenovo for the amendment of the terms of the offer or any other transaction that could result in the acquisition of control of the Company by Lenovo," according to the shareholders' statement.
"The controlling shareholders and Lenovo concluded that it is not feasible to reach agreement under the current economic scenario."
Meanwhile, the letter from Ariel Leonardo Szwarc, Positivo's head of investor relations, did seem to leave the door open to transactions with Lenovo not involving the acquisition of a controlling interest in Positivo.
The full text of the regulatory filing follows:
MATERIAL FACT
As per the request of its controlling shareholders, POSITIVO INFORMÁTICA S.A. (the "Company"), in accordance with CVM Rule nº 358/02, as amended, hereby discloses the following information received from its controlling shareholders on the date hereof:
"Yesterday we received a proposal for a corporate restructuring that would result, if implemented, in the ownership by Lenovo of the majority of the shares issued by the Company at a value of R$18,00 per share. The aforementioned proposal was reviewed and we did not consider it to be in our best long-term interest, and there is no expectation of negotiations with Lenovo for the amendment of the terms of the offer or any other transaction that could result in the acquisition of control of the Company by Lenovo. The controlling shareholders and Lenovo concluded that it is not feasible to reach agreement on a transaction under the current economic scenario."
The Company reaffirms that it will continue to consider, whenever convenient or requested, any transactions that may be in the best interest of the Company and its shareholders. The Company informs that its controlling shareholders have expressly confirmed that there are no ongoing discussions that could affect its control.
The Company also reaffirms that is solid and properly capitalized and has never invited and does not invite any acquisition offers.
Curitiba, December 17
POSITIVO INFORMÁTICA S.A.
Ariel Leonardo Szwarc
Head of Investor Relations