공시 • Jan 26
An affiliate of Vista Equity Partners Management, LLC completed the acquisition of 65% of EngageSmart, Inc. (NYSE:ESMT) from affiliates of Summit Partners, L.P., General Atlantic Service Company, L.P. and others.
An affiliate of Vista Equity Partners Management, LLC entered into a definitive agreement to acquire 65% of EngageSmart, Inc. (NYSE:ESMT) from affiliates of Summit Partners, L.P., General Atlantic Service Company, L.P. and others for approximately $2.5 billion on October 23, 2023. Under the terms of the agreement, EngageSmart stockholders will receive $23.00 per share in cash upon completion of the proposed transaction. The purchase price represents a premium of approximately 23% to the unaffected closing price of EngageSmart’s common stock on October 4, 2023, and a premium of approximately 30% over the volume weighted average price (VWAP) of EngageSmart’s common stock for the 30 days ending October 4, 2023. The transaction is valued at approximately $4 billion. Upon completion of the transaction, affiliates of Vista will hold approximately 65% and affiliates of General Atlantic, a leading global investor, will hold approximately 35% of the outstanding equity. EngageSmart has entered into support agreements with affiliates of General Atlantic and Summit Partners, owners of 52% and 14% of the fully diluted stock of EngageSmart, respectively, under which they have agreed to vote all of their shares in favor of the transaction, subject to certain terms. Upon completion of the transaction, EngageSmart will become a privately held company and EngageSmart common stock will no longer be listed on any public market. The definitive agreement includes a 30-day “go-shop” period that will expire at 11:59 PM ET on November 22, 2023, which permits the Special Committee and its financial advisors to solicit and consider alternative acquisition proposals. Vista intends to finance the transaction with fully committed equity financing that is not subject to a financing condition. In case of termination of the transaction, EngageSmart will be required to pay a termination fee of $144.37 million. The “go-shop” period expired at 11:59 p.m. ET on November 22, 2023.
The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions and receipt of customary regulatory approvals, as well as the affirmative vote of the holders of a majority of the outstanding shares of EngageSmart’s common stock held by stockholders other than affiliates of General Atlantic and certain officers of EngageSmart. The transaction is also subject to expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Transaction negotiations were led by the Special Committee and following its unanimous recommendation, the EngageSmart Board of Directors unanimously approved the merger agreement with Vista and agreed to recommend that EngageSmart stockholders vote to adopt the merger agreement. Board of directors of Vista Equity have approved the transaction. As per filling on December 7, 2023, The required waiting period under the HSR Act with respect to the merger expired at 11:59 p.m., Eastern time on December 6, 2023. The shareholders of EngageSmart approved the transaction on January 23, 2024.
Evercore Group L.L.C. is acting as financial advisor and fairness opinion provider to the Special Committee of EngageSmart, and Graham Robinson, M. Janine Jjingo, Laura P Knoll, Ken D Kumayama, Timothy F. Nelson, Maria Raptis, David E Schwartz, Chade Severin and Moshe Spinowitz of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to the Special Committee. Goldman Sachs & Co. LLC is acting as exclusive financial advisor to EngageSmart. EngageSmart will pay Evercore a fee for its services in the aggregate amount of approximately $24.1 million, of which $2 million was paid upon delivery of Evercore’s opinion. Matthew Abbott, Cullen Sinclair, Christopher Cummings, Ellen Ching, Monica Thurmond, Matthew Leist, Caroline Epstein, Suhan Shim, Eric Wedel, David Epstein, Jason Tyler, Lindsay Parks, Jeffrey Samuels, Alyssa Wolpin, Jarrett Hoffman, Jean McLoughlin, Sasha Belinkie, Andre Bouchard, Marta Kelly, Claudine Meredith-Goujon and Peter Fisch of Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal counsels to General Atlantic and Vista Equity Partners. David M. Klein, Lee M. Blum, Ari Levi, Daniel E. Wolf, Stuart E. Casillas, Rohit A. Nafday, Katherine C. Nemeth, Marin Boney, David C. Kung, Sonali S. Jindal, Austin Glassman, John Lynn and Daisy Darvall of Kirkland & Ellis LLP is acting as legal counsel to Vista Equity Partners. EngageSmart has retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee of up to $30,000, plus a success fee of $15,000 and expenses. Computershare Trust Company, National Association is the transfer agent for EngageSmart. BofA Securities and J.P. Morgan Securities LLC acted as financial advisors to Vista.
An affiliate of Vista Equity Partners Management, LLC completed the acquisition of 65% of EngageSmart, Inc. (NYSE:ESMT) from affiliates of Summit Partners, L.P., General Atlantic Service Company, L.P. and others on January 26, 2024.