The sale of troubled healthcare software company iSoft to Computer Sciences Corporation (CSC) has again come under threat, with shareholders raising concerns in the Federal Court yesterday over the purchases of convertible notes.
Oceania Capital Partners (OCP) is a 24.5 per cent shareholder of iSoft, as it has $39 million in convertible notes in the company. In a move to clear all company debts before CSC takes over, the company is seeking to buy up all of these convertible notes at face value.
This has concerned the other shareholders in the company, notably former chairman Gary Cohen's company RJL Investments, as CSC has offered just 17 cents per share to acquire the company.
At a Federal Court hearing yesterday, seeking court approval to send out the documents for the scheme of arrangement for the takeover ahead of the shareholder vote, Justice Arthur Emmett said that shareholders may be of the belief that as the convertible notes are being paid out in full, they may not be getting the full value for their shares.
"An inference can be drawn ... that they're not worth as much as they're being paid for," Emmett said in court yesterday. "There is a real possibility that I would conclude that these notes are not worth $39 million."
Emmett said that the last valuation in December 2010 had the notes valued at some $20 million, and ordered an independent valuation of the notes to be handed back to the court before a further hearing on 3 June to decide whether to allow the documents for the scheme of arrangement to be sent out.
Cohen lost to OCP in the NSW Supreme Court a week ago today in his attempt to secure 15 per cent of OCP's shares as part of a previous agreement that he said he had made with the investment fund. Cohen had intended to use those shares to attempt to block the CSC takeover, saying that he had received other offers in the troubled health software company.