Potentia already controls 19.8% of ASX-listed Nitro. The proposed offer is subject to it being supported by a majority of the Nitro board, and that there are no "prescribed occurrences" during the bid period.

In the event that a competing bid is made, Potentia has given notice that it will vote the shares it owns or controls against that bid.

Nitro's founder and CEO Sam Chandler and the rest of Nitro's management have Potentia's continued support.

If the takeover succeeds, Potentia intends to help Nitro grow organically and through mergers and acquisitions.

The offer price represents an almost 60% premium on the Nitro share price on 29 August, the day before speculation about the bid emerged, and a 50% premium on the one-month weighted average.

At the time of writing, the last price for Nitro shares was $1.73.

"As Nitro's largest shareholder, Potentia wants to work constructively with the Nitro Board to conclude a value-creating deal for our fellow shareholders," said Potentia partner Michael McNamara.

"We have already had friendly and constructive dialogue with the Nitro Board, and this offer is being made to provide them with certainty so that they can engage with us fully and provide access to diligence."

Potential managing director Andrew Gray added "Along with our 19.8% stake, this bid is a demonstration of our commitment to Nitro, its team, and to the strategy they are pursuing under the strong leadership of Sam Chandler and stewardship of the Board. We are specialist investors in the technology and software sector, and we have been on the same journey of building great companies which Sam and his team are currently treading. We believe we have real value to add as partners in their growth.

"We support the current strategy for the business and the significant investment made in Nitro's growth. We intend to support the current investment strategy and future capital needs of the business, which we believe is fundamental to its success going forward."

Grey was previously managing director of Archer Capital at the time it acquired business software specialist MYOB. Former MYOB CEO Tim Read is also part of Potentia's leadership team.

In a statement to the ASX, Nitro said yesterday "Following Nitro's announcement on 31 August 2022 of its rejection of the Potentia Consortium's takeover proposal of A$1.58 cash per share, the Company has received expressions of interest from a number of qualified third parties.

"There is no certainty that the engagement with any third party will result in a change-of-control transaction capable of being considered by shareholders.

"The Board remains committed to maximising shareholder value and will continue to keep the market informed in line with its disclosure obligations."