Psion weathered its shareholder revolt this morning, when a two to one majority of 67 per cent of the company's shareholders approved the sale of its stake in Symbian to Nokia. That does not however mean that the deal will go ahead, merely that it has passed the first hurdle.
Institutional investor Phoenix Asset Management and a group of private investors (pssion.com) had argued that the deal, selling Psion's 31.1 per cent to Nokia for around £135 million, represented poor value. The revolt however was clearly uphill work, with the opponents this week saying that most institutional investors were likely to vote the management ticket on 'auto- pilot' (This argument incidentally covers wider issues of shareholder democracy, and is well worth reading in its own right).
As Psion now has the green light to sell, the other shareholders in Symbian now have the option to exercise their pre-emption rights. If they do not, then Nokia will acquire a majority stake in Psion, although not the 70 per cent needed for "Special Majority Consent." The remaining shareholders would therefore still, together, have a blocking majority. Should one or more decide to take up pre-emption rights, then it's possible that a less lopsided distribution of the shares might be achieved.
Either way, there's probably one more step to the process. Symbian's business plan states that it is the intention of the shareholders to take the company to IPO. At the very least the target dates for the IPO, which are rapidly passing, will have to be changed. If Nokia in particular does not want Symbian to IPO, then it clearly needs a new business plan, or to disappear into Nokia as a wholly-owned subsidiary. But it will take Special Majority Consent to change the business plan. So whoever winds up owning it is going to have to figure out what it is that they now own, and where it's going to go. Easy-peasy, right? ®
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