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Pivotal's mysterious bidder surfaces

CDC Software has come forth with a conditional, cash-and-stock offer for the midmarket CRM vendor.

The mysterious third bidder for Pivotal Corp. surfaced this morning. CDC Software, a subsidiary of Chinese software and mobile applications maker Chinadotcom Corp., said it has made a conditional offer to acquire the Vancouver, British Columbia-based midmarket CRM vendor.

CDC is offering Pivotal shareholders a choice between an all-cash and a combination cash-and-stock exchange. For each common share of Pivotal, investors could choose either $2 or $1 cash and $1.14 worth of Chinadotcom shares.

Pivotal stock was up 15 cents in pre-market activity today and was priced at $2.

As part of its proposal, CDC Software has also promised Pivotal up to $20 million in bridge financing.

CDC Software's bid is the third offer for Pivotal, which last month agreed to be acquired by a private equity firm and merged with e-service software vendor Talisma Inc. Before shareholders could approve that deal, rival Onyx Software Corp. made an unsolicited offer for Pivotal. Pivotal's board has recommended that shareholders reject Onyx's all-stock bid.

The board has also postponed a shareholder vote on the Talisma merger, which was originally set for today. Investors are now scheduled to weigh in on Friday.

Meantime, Pivotal CEO Bo Manning told that a special committee formed to evaluate offers is reviewing this latest proposal. He gave no timetable for the company to issue a recommendation to investors.

In a statement, CDC Software said Pivotal's CRM product line would complement its existing ERP, supply chain management, human resources and payroll applications. CDC Software recently took a controlling stake in supply chain vendor Industri Matematik International and acquired financial performance management and BI software maker Executive Suite. Its buyout of ERP specialist Ross Systems Inc. is still pending.

CDC Software said it would "incorporate the business analytics products of Executive Suite into Pivotal's product lines." It would retain Pivotal's current management team and operate the company as a subsidiary within the CDC Software unit.

CDC Software's offer is subject to various closing conditions.

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