ACTIVE Network is to be acquired by private equity firm Vista Equity Partners in an all cash transaction valued at approximately USD1.05bn.
Under the terms of the agreement Vista will commence a tender offer to acquire all of the outstanding shares of ACTIVE’s common stock for USD14.50 per share in cash, representing a premium of approximately 111 per cent to ACTIVE’s year to date average closing stock price.
The ACTIVE board of directors unanimously recommends that ACTIVE stockholders tender their shares in the tender offer.
"This announcement represents a very positive event for our stockholders and allows ACTIVE to build on its success to date," says Jon Belmonte, interim chief executive of ACTIVE Network. "We believe the partnership with Vista will position us to execute on our strategy and further enhance our industry leadership. For our customers, we will continue to focus on delivering the strongest product offerings through our advanced technology platform.”
"ACTIVE Network’s leadership position in cloud-based activity and participant management (APM) solutions make it a highly attractive investment for us," says Robert F Smith, chief executive and founder of Vista Equity Partners. "We are looking forward to working with the ACTIVE team and continuing to drive the next phase of ACTIVE’s growth."
Any shares not tendered in the offer will be acquired in a second-step merger at the same cash price as paid in the tender offer. Closing of the transaction is conditioned upon, among other things, satisfaction of a minimum tender condition, expiration or termination of any waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, receipt of funding under Vista’s financing agreements and other customary closing conditions. ACTIVE expects the transaction to close before the end of the fourth quarter of 2013. Upon the completion of the transaction, ACTIVE will become a privately held company.
Citi is serving as financial advisor to ACTIVE. BofA Merrill Lynch is serving as financial advisor to Vista. DLA Piper LLP (US) is acting as ACTIVE’s legal advisor. Kirkland & Ellis is acting as Vista’s legal advisor. BofA Merrill Lynch, RBC Capital Markets, and BMO Capital Markets have agreed to provide debt financing in connection with the transaction.
