Flagging sales force revised terms on Cadmus and Provenco
Provenco's continuing inability to close big deals in Asia has cost its shareholders dearly. The independent expert advising shareholders on the proposed merger of Provenco and Cadmus - both makers of payment terminals and both New Zealand-headquartered - has revised down the relative value of Provenco shares compared to Cadmus stock. Graeme Samuels' as yet unreleased report recommends that shareholders accept the deal but at an exchange rate of 4.2 Cadmus shares for each Provenco share. The original proposal back in October, when the merger of NZ's two POS system manufacturers was first announced, was 4.6 to 1, or nine per cent above what Samuels now says is fair. "The merger ratio has been altered to reflect the trading of each company in the four months since the proposed merger was announced," Cadmus said in a media release yesterday. Rick Christie, who is currently acting chairman of Provenco and proposed chair of the proposed new company, said in an interview: "What that means is that a number of contracts have not been negotiated to finality in the time frames that we had anticipated. "Why that is, is for the customers to say, but I don't think the current credit conditions are helping. "I don't blame the credit problems for holding up these deals, but I suspect they have an aggravating effect - people don't know whether to spend money or not." Provenco is trying to roll out its automated forecourt petrol station POS systems in various countries in SE Asia, most notably Hong Kong and Malaysia. "The appetite for forecourt automation is still there from the big companies, but who knows when they will make their decisions? I don't," said Rick Christie yesterday. "The expectation of income in this financial year from those contracts is evaporating, so in fairness, since it has been four months since the initial ratio was set, we thought we should reset the ratios to reflect that earnings position." Christie said it was very hard to know what the prospects for those big contracts might be. "We have been saying much the same thing for three or four years now - our revenues are very lumpy because of the need to win these big contracts from time to time." The merger of the two loss-making POS companies has received regulatory approval from the NZ Commerce Commission and the proposed board has been announced. Christie will be the new company's independent chairman with Peter Maire and Thiam Beng Lau representing Cadmus. Robert Bryden and Chris Morrison are from Provenco, and two additional independent directors are yet to be determined. Cadmus chair Peter Maire (of Navman fame and fortune) has been the major driver of the deal and has previously told The Sheet that once this deal has been done, the abandoned merger talks with another loss-making POS terminal maker, Intellect, will be reinvestigated.