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support for appraised intrinsic value realization

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TIBCO Software Inc.

 
 

AVR Status

TIBCO reported approval of the Merger Agreement by holders of 67% of outstanding shares on December 3, 2014, and the merger became effective on December 5, 2014.

Shareholders who satisfied requirements for an appraisal demand will be able to decide whether to hold or sell the rights, or simply withdraw the demand at any time up to 60 days after the effective date of merger to accept the $24.00 per share offer price.

 
     

Forum reference:

Buyout by private equity firm to profit from realization of intrinsic value

 

Source: The New York Times | DealBook, September 29, 2014 article

Tibco Software Agrees to Sell Itself to a Private Equity Firm for $4.3 Billion

By David Gelles   September 29, 2014 7:39 am

A Robert F. Smith, the founder and chief executive of Vista Equity Partners. The firm is buying Tibco Software for $4.3 billion. Credit Chester Higgins Jr./The New York Times.

Tibco Software, an enterprise software company based in Silicon Valley, has agreed to sell itself to Vista Equity Partners for $4.3 billion in the largest buyout in the technology industry this year.

The sale comes after a difficult year for Tibco, which has faced declining profits and pressure from an activist investor to sell.

In the most recent quarter, Tibco said profit fell to $1.5 million from more than $8.8 million in the period a year earlier. Tibco’s stock has fallen 23 percent in the last year

“As a private company, Tibco will have added flexibility to serve our customers and execute on our long-term strategy,” Vivek Ranadivé, the chief executive of Tibco, said in a statement. “We are excited to work with our new partners at Vista and enter our next chapter of growth and industry leadership.”

An example of Tibco Software used to track global shark attacks. Credit Tibco Software.

Nonetheless, Vista Equity Partners, an unusual private equity firm led by Robert F. Smith, its founder, deemed that the company was worth the price.

Vista will pay $24 a share, 23 percent above Tibco’s closing price of $19.51 on Friday. Vista beat out a number of bidders, including strategic buyers and other buyout firms that were interested in Tibco.

Vista specializes in buying and turning around enterprise software companies. The firm has more than $13 billion in assets under management, and has generated some of the best returns of any private equity firm in recent years, despite its relative obscurity.

“We look forward to working with the talented management team and employees to accelerate Tibco’s growth and strengthen its leadership as a complete fast data platform,” Mr. Smith said. “We worked hard to make this deal happen because we understand the tremendous value that Tiibco can bring to its customers and the marketplace as a private company. We are incredibly excited to help Tibco reach its full potential.”

The deal will still have to be approved by Tibco shareholders. Its stock was trading above $30 a share as recently as 2012.

Goldman Sachs advised Tibco, and Wilson Sonsini Goodrich & Rosati provided legal advice. Bank of America Merrill Lynch, Deutsche Bank, Jefferies, JPMorgan Chase and Union Square Advisors advised Vista, and Kirkland & Ellis provided legal advice.

Correction: September 29, 2014
An earlier version of this article misstated the premium that Vista Equity Partners would pay with its offer to buy Tibco Software. It is 23 percent above Tibco's closing stock price on Friday, not 26.

Copyright 2014 The New York Times Company

 

 

 

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