Vector Capital's bid for Captaris is off the table

By Lisa Kerner

Charlotte, N.C., March 28 - Vector Capital said it was disappointed that the board of directors of Captaris, Inc. rejected Vector's $4.75-per-share offer that has since expired.

In a letter to the company, Vector Capital noted that many of Captaris' largest stockholders privately or publicly supported the proposal and the investor knew of none who opposed it. The letter was included in a Vector Capital news release.

Vector Capital said it would like to "disabuse" Captaris of the notion that the offer would remain open as an alternative even after Captaris' "exhaustive" search for superior offers has concluded.

If it were to make another offer for Captaris, Vector Capital advised that the "price and other terms of any such offer would reflect future market conditions, Captaris' future performance and prospects as well as the additional time, expense and risk faced by Vector Capital," the letter said.

On Thursday, Emancipation Capital, with a 6.65% stake in Captaris, urged the company to "fully negotiate with Vector Capital and accept terms" that Emancipation said maximize value for all shareholders.

It was previously reported that Vector Capital made an unsolicited offer to acquire all of Captaris' outstanding shares for $4.75 each. Captaris said a special committee of independent board members would evaluate the proposal as part of its evaluation of strategic alternatives.

In a Thursday letter, Captaris once again invited Vector Capital to participate in the review process "on a fair and equal basis" with other potential bidders.

Vector Capital, a 10.2% shareholder, in a prior statement accused Captaris of using the strategic review process as a delaying tactic and questioned the company's commitment to completing the process "expeditiously."

Captaris, based in Bellevue, Wash., develops software products that manage documents electronically and automate business processes.

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