NEWS19 November 2009

Duffar ups Cossette bid to challenge Mill Road offer

M&A North America

CANADA— A bidding war is looming over marketing services group Cossette after former vice-chairman François Duffar upped his takeover bid for the company to match a higher-priced competing offer from a US private equity group.

Duffar (pictured) has been stalking the company since July and had touted a bid of C$5.25 per share to buy the business. However that offer was trumped by Mill Road Capital a week ago. Mill Road bid C$7.87 per share, valuing the business at C$131m and winning the backing of Cossette’s board of directors in the process.

This week, Duffar and his investment firm Cosmos Capital agreed to match Mill Road’s offer, ensuring the continued support of two of Cossette’s largest institutional shareholders. All together, Cosmos says 37.3% of Cossette shares are behind its bid, while the 30% of shares held by Cossette’s key management are backing Mill Road.

In making the new offer, Duffar has again called for access to the company’s books, having previously been excluded by the company on the grounds that Cosmos held an “unfair imbalance of knowledge… relative to other potential acquirers” owing to Duffar and business partner Georges Morin’s past affiliations with Cossette.

In a statement issued yesterday, Cossette said it would consider the amended offer from Cosmos, after which it will “determine any action that may be required in accordance with its fiduciary duties under applicable laws”.

Cosmos says it may increase its bid price still further if it is able to review Cossette’s non-public information.

Cossette provides strategic planning and research services through its agencies Nucleus and Impact Research in Canada, Cossette in the US and Miles Calcraft Briginshaw Duffy in the UK.

A special meeting of shareholders has been called for 18 December to discus the Mill Road offer.