A large shareholder in Avalara Inc. said it plans to vote against a proposed $8.2 billion takeover by private equity firm Vista Equity Partners, arguing the sale process was flawed, poorly timed and the resulting price undervalues the tax-software company.

Vista agreed to purchase Seattle-based Avalara last month for $93.50 a share in cash, a 27% premium over where its shares closed on July 6, the last trading day before news of a potential transaction emerged. Bailey said he estimates a “fair deal” for Alvara would be priced well over $110 a share.

He contends that only Alvara’s management and its financial adviser, Goldman Sachs Group Inc., will benefit from the deal with both expected to be paid $60 million and $75 million, respectively, under the terms. 

Read more: BNN Bloomberg