ACTIVE Network, the global cloud-based event registration firm, has announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners. Vista is a leading private equity firm focused on investments in software, data and technology-enabled businesses. The ACTIVE deal was ‘an all cash transaction valued at approximately $1.05 billion.’
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 US$14.50 per share in cash, representing a premium of approximately 111% 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,” said Jon Belmonte, Interim CEO 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,” said Robert Smith, CEO 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.
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 LLP is acting as Vista’s legal advisor. BofA Merrill Lynch, RBC Capital Markets and BMO Capital Markets Corp have agreed to provide debt financing in connection with the transaction.
