Dropsuite (ASX:DSE) is feeling thinly veiled pressure from at least one big slice of its shareholders with 10.47% Dropsuite stakeholder Topline Capital encouraging the board to go ahead with a proposed takeover from NinjaOne.

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For the uninitiated, Dropsuite offers cloud backup to companies. NinjaOne is a remote IT management software company headquartered in Austin, Texas.

Topline Capital, for its part – the >10% shareholder recommending the deal go ahead – is a California-based hedge fund run by a man named Collin McBirney. (Unless Dropsuite means Topline Capital LLC, a similar entity run by two veterans of the IT Industry.)

NinjaOne notified the company of its intention to buy out Dropsuite for US$252 million (A$394 million) back in January of this year. NinjaOne and Dropsuite struck a definitive agreement; the former anticipates a completion date within 1HCY25 assuming FIRB approval.

(Also assuming the ACCC doesn’t arc up like it did last week for Silk Logistics and DP World.)

Except, the problem is – an applicant has taken the deal to Takeovers.

That applicant is concerned that Topline Capital’s shareholding in the company fell from 31% by more than ten pips between January and February of this year ahead of the proposed sale to NinjaOne.

In fact, the shareholding reduced from 31% to 19.7% in the space of just seven days.

The Takeovers Panel application ultimately maintains investors weren’t informed Topline that had reserved a right to sell massive amounts of shares right ahead of the deal, effectively being misled.

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For its part, NinjaOne wants Dropsuite’s existing data protection suite of tools which will help IT teams on NinjaOne’s end to “safeguard against the impact of… ransomware attacks and common nuisances such as accidental deletion of data.”

A regtech component is also of interest to the buyers.

DSE last traded at $5.79.sh.

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