DH Corporation (D+H), a provider of technology solutions to financial institutions globally, is to be acquired by Vista Equity Partners for CAD25.50 per share in cash.
This includes the assumption of all debt obligations including the issued convertible debentures.
The total enterprise value is approximately CAD4.8 billion.
The transaction price represents a premium of approximately 36 per cent over D+H's closing share price on 5 December 2016, the last trading day before media reports surfaced suggesting the company was exploring strategic alternatives.
Vista intends to combine D+H with another of its portfolio companies, UK-based, Misys, a global software provider for retail and corporate banking, lending, treasury and capital markets, investment management and enterprise risk. The combination will create a diversified FinTech market leader, with a global footprint and one of the broadest set of financial software solutions available to the market with approximately CAD2.96 billion in revenues, approximately 10,000 employees, and 9,000+ customers across 130 countries, including 48 of the top 50 banks.
Misys and D+H are complementary in terms of both software solutions and geographical footprint.
Paul Damp, chairman of the board of D+H, says: "After a comprehensive review of strategic alternatives, the special committee of independent directors and our board have unanimously concluded that this agreement is in the best interests of the company and our stakeholders. We are pleased that this transaction appropriately recognises the value of D+H's market-leading suite of mission-critical FinTech solutions, which are trusted by thousands of financial institutions, governments and corporations."
Gerrard Schmid (pictured), chief executive officer of D+H, says: "The combination of D+H and Misys creates a global leader in financial technology, with a broad array of products to serve customers. D+H brings depth in North America and leadership in payments and lending; while Misys has a strong market position in Europe, the Middle East, Africa, and Asia; and leadership capabilities in banking, capital markets, investment management and risk solutions. I believe this transaction is beneficial to our customers, shareholders and employees. We look forward to working closely with Vista and the leadership team at Misys to complete this transaction."
"The combination of our two companies creates significant opportunity for our customers, our employees and our partners," says Nadeem Syed, CEO of Misys. "By coming together, we have the opportunity to create a global FinTech leader, positioning us to lead the corporate banking software space, accelerate our cloud-based offerings, and expand our footprint in North America. The complementary nature of our two organisations combined with our robust domain expertise and strong leadership means that we will be able to bring even more value to our clients through our expanded offerings."
"We are thrilled by the prospect of combining these two leaders in the FinTech industry," says Brian N Sheth, co-founder and president of Vista Equity Partners. "D+H is an outstanding company with impressive talent and deep experience providing technology solutions to financial institutions worldwide. Over the last five years we have worked closely with the Misys management team to transform and grow its global business and this is a great next step in that process. Together, Misys and D+H have the promise to shape and lead the future of financial software."
