Spurned Suitor Threatens Takeover of Guidance

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A Utah company said Tuesday that it may launch a hostile takeover of Pasadena-based Guidance Software Inc. after its $4.50-a-share buyout for the rival digital investigation software developer was rejected.

AccessData Corp.’s Oct. 6 bid was a 13 percent premium over Guidance’s $3.99 closing share price the trading day preceding the offer. Guidance Software turned down the offer on Oct. 31.

AccessData, a privately held company based in Lindon, Utah, and Guidance sell digital-investigation software and related technology used by law enforcement, government and businesses. A potential merger could face anti-trust concerns.

Even so, if Guidance’s board doesn’t reconsider, AccessData said in a statement that it would “pursue all options available” to close a deal. That could include a tender offer and nominating its own slate of candidates to Guidance’s board.

Guidance Chief Executive Victor Limongelli said in a statement that AccessData was taking advantage of current market conditions to acquire his company on the cheap. The company’s stock is 75 percent off its 52-week high of November.

Guidance’s EnCase Forensics product dominates about 90 percent of the law-enforcement market for computer forensics software. AccessData is the No. 2 provider.

“The board found nothing compelling in the offer,” Limongelli said. “We are confident this decision is in the best interests of shareholders, given current market conditions.”

Guidance shares closed up 53 cents, or 17 percent, to $3.70 in Nasdaq trading.

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