VeriFone Systems Inc. said it is pressing ahead with its hostile takeover bid for Hypercom Corp., despite Hypercom's increasingly vocal rejection.
Since VeriFone, of San Jose, made a $280 million unsolicited bid for rival Hypercom, VeriFone's chief executive, Douglas G. Bergeron, said he will not be deterred by the attitude of the company's board and management.
"I'm not goofing around with teams of lawyers and proxy solicitors for nothing," Bergeron said in an interview Thursday, stressing that he is not willing to let go of Hypercom without a fight.
"Ultimately, shareholders own the company — sometimes people forget that," Bergeron said. "Sometimes management is under the delusion that they own the company … in this case the board hardly has any ownership; management has hardly any ownership."
According to data from Bloomberg, Hypercom's board and management collectively own 1.2% of the company.
VeriFone attempted to buy Hypercom, of Scottsdale, Ariz., for $5.25 a share in an offer it disclosed Sept. 29. It is the second unsolicited bid Hypercom's board has rejected in recent years. The French terminal maker Ingenico SA offered to buy Hypercom in 2008 at $6.25 a share.
"Is it frustrating that you have to go through that route? Yeah. … Is it frustrating that a board is pretending that they own the company? It is," Bergeron said. "But that's what the securities law, and customs we have in this country, have been designed for — to have ways through frustration that allow value to get created."
Hypercom's board almost immediately rejected VeriFone's bid.
Hypercom announced on Thursday that it has withdrawn litigation filed against VeriFone for allegedly breaking an agreement against discussing VeriFone's plans for Hypercom. Calls to a Hypercom representative were not returned.
In its Thursday announcement, however, Hypercom responded to VeriFone and Bergeron alike, and said its board believes "statements made by VeriFone are potentially misleading."
"[We] felt it necessary to withdraw our litigation in order to set the record straight," said Norman Stout, Hypercom's chairman, in the release.
The company said VeriFone approached Hypercom multiple times about an acquisition over the past several years, and that VeriFone was provided with valuable "nonpublic" information about Hypercom's projected performance.
Bergeron said he plans on going after shareholders with a tender offer next, if Hypercom's board continues to resist his offer, though he is leaving the door open for Hypercom's board in the short term. He did not say when that door would close.
Analysts said VeriFone has long been interested in Hypercom's overseas operations.
"The only place we don't have the type of leadership we'd like is in continental Europe — particularly Germany and the Germanic countries, France and Italy," Bergeron said. "We have a decent presence in Spain, but that could be bolstered as well" by purchasing Hypercom.
"That's really what we are going after, it's really a geographical play," Bergeron said.
For its part, Hypercom could just be waiting for the right price. Many analysts have said Hypercom would sell for between $6 and $7 a share.
As for the future of Hypercom, which has been trading in the $3 to $5 range for much of this year, Bergeron said he has some predictions.
"I know where their share price will go if we [don't] proceed with an offer," he said. "Back to $3.25, probably less."
Hypercom's lawsuit and ultimate withdrawal, along with Bergeron's passion, could all just be for show, analysts say.
"They all have a lot of motives," said Gil B. Luria, an analyst at Wedbush Morgan. "There may be other motives beneath the surface. But if they are there or not, it's hard to put our finger on them."
