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Temenos circled by buyout groups amid activist pressure – sources

  • Goldman, Citi overseeing buyout interest
  • Thoma Bravo sustains interest

A small number of private equity firms are circling Temenos [SWX:TEMN], according to sources familiar with the matter, reviving takeover interest in the banking software developer that has come under pressure from activist Petrus Advisers.

Geneva-based Temenos has appointed an adviser to help it respond to pressure by Petrus to review “all options” in a bid to regain investor confidence and arrest what Petrus described as a “dangerous free-fall” of its share price, one of the sources said.

Petrus revealed a stake of below 3% in Temenos in a 6 October letter sent to Executive Chairman Andreas Andreades and Chief Executive Officer Max Chuard.

Goldman Sachs and Citi, meanwhile, still hold the mandate to gauge the feasibility of a sale of Temenos, which was said to have attracted interest from buyout groups Thoma Bravo and EQT [STO:EQT] over the past year, according to three of the sources.

Thoma Bravo is among the parties that have recently expressed interest in a deal, they said, with one of them adding that Hellman & Friedman, Permira, Blackstone [NYSE:BX] and KKR [NYSE:KKR] may have also looked at the business in the last year.

Any deal for Temenos is far from guaranteed due to the current conditions in the financing markets, the sources said. With a market value of CHF 4.26bn (USD 4.23bn), the company’s valuation expectations could price out certain suitors, three of the sources said.

One of the sources said a takeover could also require an all-equity financing package as banks and private lenders go cold on underwriting leveraged loans and bonds.

While Temenos has been subject to takeover interest in the past, Petrus’s public disclosure of its position and the company’s issuing of a profit warning last week are likely to increase the possibility of an outcome, three of the sources said. The timing of a deal, however, is less than certain as the wider dealmaking environment – pressured by rising interest rates and recessionary fears – causes buyers and sellers to rethink their strategic priorities, they added.

Temenos shareholders would need to benchmark any sale against whether management could actually achieve its 2025 plan, one of the sources said.

Shares in Temenos, which have shed more than 56% year-to-date, rose as much as 4.5% on 7 October – the day following Petrus’s letter to the board. The stock was trading at CHF 55.52 per share on Friday afternoon.

In the letter, Petrus said Temenos “must focus on explaining how the company will achieve your ambitious goals combining growth, higher margins and higher cash flow; or you risk losing the capital market community further.” The company has “cost a lot of credibility” by relying on “two significant contracts ‘to be won’ to achieve your 2022 guidance”, it said.

Representatives for Temenos, Goldman Sachs, Thoma Bravo, Hellman & Friedman, Permira, Blackstone and KKR declined to comment. Citi did not respond to requests for comment.