Thursday, Jasmine Holdco LLC, acting on behalf of its affiliate SafeNet, Inc., confirmed a proposal to purchase Aladdin Knowledge Systems Ltd. (ALDN) for $13 per share in cash. The company submitted the confidential offer letter on August 16, proposing to purchase all of the outstanding ordinary shares of Aladdin Knowledge Systems by way of a merger deal for $13.00 per share in cash. The proposed price offers a premium of nearly 50% compared to Aladdin's stock price prior to Jasmine making significant public market purchases and nearly 35% above where the stock price closed after Jasmine's initial Schedule 13D filing on August 7.
The letter also mentioned an alternative proposal to buy Aladdin's Digital Rights Management, or DRM, business for cash a consideration, which ranges between $125 million and $135 million. Jasmine Holdco noted that this amount represents, just for the DRM business, 115% of Aladdin's entire enterprise value prior to the beginning of Jasmine's share purchases.
Jasmine, which is a major shareholder of Aladdin and a portfolio company of Vector Capital, said it is awaiting feedback from Aladdin's Board of Directors' review.
David Fishman, speaking on behalf of Jasmine Holdco, commented, "We have outlined two compelling proposals to Aladdin and we have been told that the Board is conducting a comprehensive review with the assistance of their outside advisors. We hope to receive feedback early next week and move quickly into an expedited due diligence phase. Our proposal, which does not include any financing conditions, reflects our genuine interest in acquiring all or a portion of Aladdin. Under either acquisition proposal, we would expect to retain and invest in the talented employees as well as Israeli location and identity of the Aladdin operations."
O'Melveny & Myers LLP and Meitar Liquornik Geva & Leshem Brandwein are serving as legal counsel to Jasmine.
ALDN closed Wednesday's regular trade at $12.69, up $1.33 or 11.71%, on a volume of 219K shares.
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