Avid® (NASDAQ: AVID), a leading technology provider that powers the
media and entertainment industry, today announced that it has
entered into a definitive agreement to be acquired by an affiliate
of STG in an all-cash transaction valuing Avid at approximately
$1.4 billion, inclusive of Avid’s net debt. Under the terms of the
agreement, Avid stockholders will receive $27.05 in cash for each
share of Avid common stock. The cash purchase price represents a
premium of 32.1% over the Company’s unaffected closing share price
on May 23, 2023, the last full trading day prior to media
speculation regarding a potential sale of the Company.
“Since our founding over 30 years ago, Avid has delivered
technology that enables individuals and enterprises who create
media for a living to make, manage and monetize today’s most
celebrated video and audio content across the globe. We are pleased
to announce this transaction with STG, who share our conviction and
excitement in delivering innovative technology solutions to address
our customers’ creative and business needs,” said Jeff Rosica,
Avid’s Chief Executive Officer and President. “STG's expertise in
the technology sector and significant financial and strategic
resources will help accelerate the achievement of our strategic
vision, building on the momentum of our successful transformation
achieved over the past several years. This transaction represents
the start of an exciting new chapter for Avid, our customers, our
partners and our team members and is a testament to the importance
of Avid and our solutions in powering the media and entertainment
industry.”
John P. Wallace, Chairman of the Avid Board of Directors, said,
“This transaction is the result of a comprehensive review of
strategic alternatives for Avid. Upon closing, this transaction
will deliver immediate, significant and certain value to our
stockholders. After carefully evaluating a variety of options, the
Board determined that this transaction is in the best interests of
Avid and its stockholders.”
William Chisholm, Managing Partner of STG added, “STG has
admired Avid’s heritage as a category creator and pioneer in the
media and entertainment software market for many years. We are
excited to partner with Jeff and the management team to build on
the Company’s history of delivering differentiated and innovative
content creation and management software solutions. We look forward
to leveraging our experience as software investors to accelerate
Avid’s growth trajectory with a deep focus on technological
innovation and by delivering enhanced value for Avid’s
customers.”
Transaction Details
The transaction was unanimously approved by Avid’s Board of
Directors and is expected to close during the fourth quarter of
2023, subject to Avid stockholder approval, regulatory approvals
and other customary closing conditions. The transaction will be
financed through a combination of equity and debt financing and is
not subject to a financing condition. Upon completion of the
transaction, Avid will become a privately-held company, and its
common stock will no longer be traded on Nasdaq.
For further information regarding the terms and conditions
contained in the definitive transaction agreement, please see
Avid’s current report on Form 8-K, which will be filed with the
U.S. Securities and Exchange Commission in connection with the
transaction.
Second Quarter 2023 Results
Avid today will announce its financial results for the second
quarter of 2023, which ended on June 30, 2023. The press release
will be available on the Investor Relations section of the
company’s website and the website of the U.S. Securities and
Exchange Commission. In light of today’s announced transaction,
Avid is cancelling its previously scheduled earnings conference
call.
Advisors
Goldman Sachs & Co. LLC is serving as financial advisor to
Avid, and Sidley Austin LLP is serving as legal counsel. Rothschild
& Co is serving as financial advisor to STG, and Paul Hastings
LLP is serving as legal counsel to STG. Sixth Street Partners and
Silver Point are providing committed debt financing in support of
the transaction.
Avid Powers Greater Creators
People who create media for a living become greater creators
with Avid’s award-winning technology solutions to make, manage and
monetize today’s most celebrated video and audio content—from
iconic movies and bingeworthy TV series, to network news and
sports, to recorded music and the live stage. What began more than
35 years ago with our invention of nonlinear digital video editing
has led to individual artists, creative teams and organizations
everywhere subscribing to our powerful tools and collaborating
securely in the cloud. We continue to re-imagine the many ways
editors, musicians, producers, journalists and other content
creators will bring their stories to life. Discover the
possibilities at avid.com and join the conversation on social media
with the multitude of brilliant creative people who choose Avid for
a lifetime of success.
About STG
STG is a private equity partner to market-leading companies in
data, software, and analytics. The firm brings experience,
flexibility, and resources to build strategic value and unlock the
potential of innovative companies. Partnering to build
customer-centric, market-winning portfolio companies, STG creates
sustainable foundations for growth that bring value to existing and
future stakeholders. The firm is dedicated to transforming and
building outstanding technology companies in partnership with
world-class management teams. STG’s expansive portfolio has
consisted of more than 50 global companies. For more information,
please visit www.STG.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. These
statements include statements regarding the expectations of Avid
(the “Company”) regarding the benefits of the
proposed transaction and the anticipated timing of the consummation
of the proposed transaction. These statements are based on the
Company’s current expectations of future events and may include
words such as “anticipate,” “believe,” “confidence,” “could,”
“estimate,” “expect,” “feel,” “intend,” “may,” “plan,” “should,”
“seek,” “will” and “would,” or other comparable terms, but the
absence of these words does not mean a statement is not
forward-looking. If underlying assumptions prove inaccurate or
known or unknown risks or uncertainties materialize, actual results
could vary materially from the expectations of the Company. Risks
and uncertainties include, but are not limited to: (i) the risk
that the proposed transaction may not be completed in a timely
manner, or at all; (ii) the failure to satisfy the conditions to
the consummation of the proposed transaction, including, without
limitation, the receipt of stockholder and regulatory approvals;
(iii) unanticipated difficulties or expenditures relating to the
proposed transaction; (iv) the effect of the announcement or
pendency of the proposed transaction on the Company’s plans,
business relationships, operating results and operations; (v)
potential difficulties retaining employees as a result of the
announcement and pendency of the proposed transaction; (vi) the
response of customers, channel partners and suppliers to the
announcement of the proposed transaction; (vii) risks related to
diverting management’s attention from the Company’s ongoing
business operations; (viii) legal proceedings, including those that
may be instituted against the Company, its board of directors, its
executive officers or others following the announcement of the
proposed transaction; and (ix) risks regarding the failure to
obtain the necessary financing to complete the proposed
transaction. The foregoing list is not exhaustive, and readers are
advised to carefully consider the foregoing risk factors and the
other risks and uncertainties that affect the businesses of the
Company described in the “Risk Factors” section of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, filed with the SEC on March 1, 2023, and other reports and
documents filed by the Company from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Copies of these filings are available online at www.sec.gov and
ir.avid.com. Forward-looking statements speak only as of the date
of this press release. Readers are cautioned not to put undue
reliance on forward-looking statements, and the Company assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving Avid Technology, Inc. (the
“Company”), Artisan Bidco, Inc.
(“Parent”) and Artisan Merger Sub, Inc., whereby
the Company would become a wholly-owned subsidiary of Parent. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or the solicitation
of any vote or approval. The proposed transaction will be submitted
to the stockholders of the Company for their consideration at a
special meeting of the stockholders. In connection therewith, the
Company intends to file a proxy statement and other relevant
materials with the U.S. Securities and Exchange Commission (the
“SEC”), including a definitive proxy statement on
Schedule 14A, which will be mailed or otherwise disseminated to the
stockholders of the Company as of the record date established for
voting on the proposed transaction. The Company may also file other
relevant documents with the SEC regarding the proposed transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE
PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders may obtain free copies
of the definitive proxy statement, any amendments or supplements
thereto and other documents containing important information about
the Company, once such documents are filed with the SEC, through
the website maintained by the SEC at www.sec.gov. In addition,
stockholders of the Company may obtain free copies of the documents
filed with the SEC by directing a request through the Investor
Relations portion of the Company’s website at https://ir.avid.com
or by mail to Avid Technology, Inc. 75 Blue Sky Drive, Burlington,
MA 01803, Attention: Whit Rappole, Investor Relations.
Participants in the Solicitation
The Company and its directors, its executive officers and
certain other members of Company management and Company employees
may, under the rules of the SEC, be deemed to be participants in
the solicitation of proxies in connection with the proposed
transaction. Information about the directors and executive officers
of the Company is set forth in the Company’s definitive proxy
statement on Schedule 14A for the 2023 annual meeting of the
stockholders of the Company, filed with the SEC on April 28, 2023
and in subsequent documents filed with the SEC, each of which is
(or, when filed will be) available free of charge from the sources
indicated above. Other information regarding the participants
in the solicitation of proxies from the stockholders of the Company
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the
preliminary and definitive proxy statements and other relevant
materials to be filed with the SEC regarding the proposed
transaction when they become available.
Contacts:
Avid
Investors:ir@Avid.com
Media:Jim.Sheehan@Avid.com
Danya Al-Qattan/Ben Spicehandler/Warren RizziFGS
GlobalAvid@fgsglobal.com
STG
Media:Gloria Consolapr@STG.com650-935-9500
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/8a0a8ce0-6674-401d-adc1-62d0d460f2c8
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