Cvent Inc. (NYSE: CVT) entered into a definitive agreement to be acquired by affiliates of Vista Equity Partners, a leading private equity firm focused on investments in software, data and technology-enabled businesses.
The terms of this all-cash deal provide substantial value to Cvent stockholders. Vista will acquire 100 percent of the outstanding shares of Cvent common stock for a total value of approximately $1.65 billion. Cvent stockholders will receive $36.00 in cash per share, representing a premium of approximately 69 percent over Cvent's closing price on April 15, 2016 and a 70 percent premium to Cvent's average closing price over the past 30 trading days.
“We are pleased to announce this transaction that provides a significant premium for Cvent stockholders,” said Reggie Aggarwal, founder and CEO of Cvent. “This milestone is the next chapter in our 17-year history. With Vista’s financial strength to invest in Cvent now and in the future, we will be better positioned to deliver innovative solutions that transform the meetings and events industry, and to offer employees new opportunities for career growth.”
“Reggie and the Cvent team have built a leading portfolio of products and are positioned for expansion in a large and underpenetrated market,” said Brian Sheth, co-founder and President of Vista. “We are excited to work with the Cvent team to lead the business into this next phase. Over the last several years, Vista has developed a leading portfolio of meeting technology providers. This acquisition is our most significant investment in this space, and further solidifies our commitment to the broader industry.”
Cvent will become a privately held company. Cvent’s Board of Directors unanimously approved the deal and recommended that stockholders vote their shares in favor of the transaction. Cvent’s headquarters will remain in Tysons Corner, VA. Closing of the deal is subject to customary closing conditions, including the approval of Cvent stockholders and required regulatory approvals. The transaction is expected to close in the third calendar quarter of 2016.
Morgan Stanley is serving as financial advisor to Cvent, and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal advisor to Cvent. Vista’s legal advisor is Kirkland & Ellis LLP.
*** Autohome Inc. (NYSE: ATHM) announced that its board of directors (the “Board”) has received a non-binding proposal letter, dated April 16, 2016, from Mr. James Zhi Qin (“Mr. Qin”), director and chief executive officer of the Company, Boyu Capital Advisory Co. Ltd (“Boyu”), Hillhouse TBC Holdings L.P. (“Hillhouse”) and Sequoia China Investment Management LLP (“Sequoia”, together with the Mr. Qin, Boyu and Hillhouse, the “Consortium” and each a “Consortium Member”), proposing a “going-private” transaction (the “Transaction”) to acquire (a) all of the outstanding Class A ordinary shares (including Class A ordinary shares represented by American depositary shares of the Company (“ADSs”, each representing one Class A ordinary shares of the Company)) not already owned by the Consortium and (b) all of the outstanding Class B ordinary shares of the Company at a purchase price in cash equal to US$31.50 per Class A ordinary share, $31.50 per Class B ordinary share and $31.50 per ADS.
According to the proposal letter, the Consortium intends to fund the consideration payable in the Transaction with a combination of equity and debt capital. A copy of the proposal letter is attached as Annex A to this press release.
The Board is reviewing and evaluating the proposal. The Company expects that the Board will adopt various procedures and protocols designed to evaluate the proposal and safeguard the interest of the Company’s shareholders that are unaffiliated with the Consortium.
The Company cautions its shareholders and others considering trading in its securities that the Board only recently received the non-binding proposal letter from the Consortium and no decisions have been made with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
*** McGraw Hill Financial (NYSE: MHFI) announced it has reached a definitive agreement to sell J.D. Power to XIO Group, a global alternative investments firm, for $1.1 billion in cash. The transaction is expected to close during the third quarter of 2016 and is subject to regulatory approvals and customary closing conditions.
"We are very pleased with this outcome. The transaction represents good value for our shareholders and positions J.D. Power for continued success," said McGraw Hill Financial President and Chief Executive Officer Douglas L. Peterson. "Our portfolio will now be even more focused on financial intelligence businesses with a common set of attributes. The businesses are scalable, they are global and they all have market-leading positions."
McGraw Hill Financial announced in October 2015 that it would commence a process to explore strategic alternatives for J.D. Power which is a global marketing information services company providing performance improvement, social media and customer satisfaction insights and solutions.
Mr. Peterson added, "J.D. Power is a phenomenal brand. We are proud of all of the contributions J.D. Power employees have made to this Company."
"We are thrilled that XIO Group recognizes the value of the J.D. Power brand and is committed to maintaining our core brand identity and values while helping us grow and expand," said Fin O'Neill, President, J.D. Power. "We believe this next chapter will allow us to increase our insights across a broader spectrum of consumer interaction, a more extensive global footprint and an increasingly digital, connected and mobile society."
Joseph Pacini, Chief Executive Officer of XIO Group, stated, "We have enormous respect for J.D. Power and its experienced and successful management team. We are delighted to be the partner of choice and to further help grow J.D. Power given our world-class international team, significant capital resources and unique access to untapped opportunities in fast growing regions."
Headquartered in London, XIO Group is a global alternative investments firm with operations in the United Kingdom, Germany, Switzerland, Israel, Hong Kong and mainland China. XIO Group's strategy is to identify and invest in market-leading businesses located across North America and Europe and help these companies to capitalize on untapped opportunities in fast growing markets, particularly in Asia.
On April 27, 2016, subject to shareholder approval, McGraw Hill Financial will be renamed S&P Global.
Morgan Stanley is acting as financial advisor and Shearman & Sterling LLP is acting as legal advisor to McGraw Hill Financial.
*** Open Text Corporation (Nasdaq: OTEX) announced it has entered into a definitive agreement to acquire certain customer experience software and services assets from HP Inc. (NYSE: HPQ). The software assets acquired include HP TeamSite, a modern multi-channel digital experience management platform for web content management, HP MediaBin, a digital asset management solution, HP Qfiniti, an intelligent workforce optimization solution designed to improve enterprise contact center management, as well as HP Explore, HP Aurasma, and HP Optimost.
More information on these solutions can be found at www.hpengage.com.
OpenText expects that the acquisition will complement its current software portfolio, particularly its Customer Experience Management and Cloud offerings, allowing OpenText to better serve its customers by offering them a wider selection of software solutions. In addition, this acquisition is expected to enhance the multi-channel digital experience of OpenText's customers by providing them with leading software products in marketing optimization, mobile marketing, and voice of the customer programs.
OpenText looks forward to welcoming the HP Inc. Customer Experience Software employees, customers, and partners to OpenText upon close of the transaction.
Terms of the Agreement
The transaction purchase price is approximately $170 million. The Customer Experience software business being acquired is expected to generate between $85m and $95m of annualized revenues, be immediately accretive and be on the OpenText operating model within the first 12 months after closing. The transaction is expected to close in the fourth quarter of fiscal 2016 and is subject to customary regulatory approvals and closing conditions.(1)
More information can be found in our presentation at investors.opentext.com.
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