Dearbáil Jordan
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Cerberus, the US private equity group, is to acquire Torex Retail, the troubled retail software group, for £204.4 million.
The deal, for less than half its value when its shares were suspended in January, could be challenged by shareholders as most of the proceeds will go to its banks, led by Royal Bank of Scotland, which have lent more than £200 million.
Steve Marshall, Torex Retail’s chairman, said: “The sale of the business was the only viable option available to the board.”
News of the deal came as it emerged that the Financial Services Authority is considering calling Christopher Moore, the former Torex Retail chairman, as a witness for its inquiry into iSoft, the NHS software supplier. It is understood that the FSA is working with the Serious Fraud Office, which is conducting a separate inquiry into Torex Retail.
The FSA began its inquiry into iSoft after the company, which supplies software to the NHS National Programme for IT, uncovered accounting irregularities in July last year.
Torex, then a healthcare and retail software supplier, was sold to iSoft in 2004. Its retail arm was later spun out and Mr Moore, then chairman at Torex, moved to Torex Retail.
ISoft revealed a £495.5 million goodwill charge in its 2006 annual report, 80 per cent of which related to its acquisition of Torex.
Mr Moore is not a suspect in the FSA’s inquiry but is one of five suspects in the SFO’s inquiry into Torex Retail.
It is understood that Mr Moore is yet to be interviewed by the SFO.
Both the FSA and iSoft declined to comment.
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I would like to correct B.A Lomas and point out that since Torex Retail formed and went on it's mad buying spree of retail software companies, there HAVE been HUNDREDS of redundancies and many office closures ... culling a great deal of critical development and support staff in the process - which did nothing to encourage existing customers as their major upgrades/rollouts went down the pan within months of being assured the move to that product was in their best interests and they'd now have to migrate yet again! As for there being 'no creditors calling' ... try asking them... Creditors who are still owed sums of money as debt from all the bits of Torex Retail was moved to the holding company that then went into receivership and the assets sold to Cerebus. For signs of stress, try looking towards some of the major customers who had very long relationships with many of the companies before Torex came on the scene ... they're leaving fast for other suppliers who can deliver!
Ted Mackrilly, Soggy Derbyshire, UK
Thousands of Torex shareholders have been wiped out as a collective punishment for the alleged crimes of maybe 5 of their number. The alleged had sizable shareholdings.
5 months ago a rescue team was brought in. These taciturn individuals culled all the executives. 3 firms of accountants did over 8 iterations of the accounts. They found many minor errors but NO SMOKING GUN and NO WEAPONS OF MASS DESTRUCTION. RBS said it must be sold. Torex supplies and maintains the vital business systems for Retail Trades in 67 countries. It is a 24/7 business and in its 3 years history it had grown fast (software 15% sales). There have been no redundancies, office closures, or creditors calling. No obvious signs of distress were visible. A smoke and mirrors job was called for. A pre packaged solution was in place for a company going insolvent. It did not require shareholder approval or AUDITED accounts to be published. It was sold for a song. RBS supply new co finance with shares options.
B.A. Lomas, Palma de Mallorca, Spain