As previously announced, on August 14, 2019, Presidio (NASDAQ:
PSDO) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) to be acquired by funds advised by BC Partners in an
all-cash transaction valued at approximately $2.1 billion,
including Presidio’s net debt.
Under the terms of the Merger Agreement, the Presidio Board of
Directors (the “Presidio Board”) and advisors were permitted to
actively initiate, solicit and consider alternative acquisitions
proposals from third parties during the “go shop” period which
ended at 11:59 p.m. New York time on September 23, 2019.
Presidio today announced that in response to an alternative
acquisition proposal received during the go-shop period, the
Company and BC Partners agreed to an amendment to the Merger
Agreement to increase the per-share consideration payable to
Presidio’s stockholders to $16.60 per share from $16.00 per share,
a 3.75% increase.
The Presidio Board continues to recommend that Presidio
stockholders vote in favor of the transaction with BC Partners and
the amended merger agreement.
LionTree Advisors is acting as financial advisor to Presidio,
and Wachtell, Lipton, Rosen & Katz is acting as its legal
counsel.
ABOUT PRESIDIO
Presidio is a leading North American IT solutions provider
focused on Digital Infrastructure, Cloud and Security solutions to
create agile, secure infrastructure platforms for commercial and
public sector customers. We deliver this technology expertise
through a full life cycle model of professional, managed, and
support services including strategy, consulting, implementation and
design. By taking the time to deeply understand how our clients
define success, we help them harness technology advances, simplify
IT complexity and optimize their environments today while enabling
future applications, user experiences, and revenue models. As of
June 30, 2019, we serve approximately 7,900 middle-market, large,
and government organizations across a diverse range of industries.
Approximately 2,900 Presidio professionals, including more than
1,600 technical engineers, are based in 60+ offices across the
United States in a unique, local delivery model combined with the
national scale of a $3.0 billion dollar industry leader. We are
passionate about driving results for our clients and delivering the
highest quality of service in the industry. For more information
visit: www.presidio.com.
FORWARD-LOOKING STATEMENTS
This communication 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 intended to be covered by the safe harbor
created by such sections and other applicable laws. Where the
Company expresses or implies an expectation or belief as to future
events or results, such expectation or belief is expressed in good
faith and believed to have a reasonable basis. However, such
statements are subject to risks, uncertainties and other factors,
which could cause actual results to differ materially from future
results expressed, projected or implied by the forward-looking
statements. Forward-looking statements often address our expected
future business and financial performance and financial condition,
and often contain words such as “anticipate,” “intend,” “plan,”
“will,” “would,” “estimate,” “expect,” “believe,” “target,”
“indicative,” “preliminary,” or “potential.” Forward-looking
statements in this communication may include, without limitation:
statements about the potential benefits of the proposed
acquisition, anticipated growth rates, Presidio’s plans,
objectives, expectations, and the anticipated timing of closing the
acquisition. Risks and uncertainties include, among other things,
risks related to the satisfaction of the conditions to closing the
acquisition (including the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all, obtaining the
requisite approval of the stockholders of Presidio; risks related
to the debt financing arrangements; disruption from the transaction
making it more difficult to maintain business and operational
relationships; significant transaction costs; unknown liabilities;
the risk of litigation and/or regulatory actions related to the
proposed acquisition; other business effects, including the effects
of industry, market, economic, political or regulatory conditions;
future exchange and interest rates; changes in tax and other laws,
regulations, rates and policies; future business combinations or
disposals; competitive developments; and other risks and
uncertainties discussed in Presidio’s filings with the SEC,
including the “Risk Factors” and “Cautionary Statements Concerning
Forward-Looking Statements” sections of Presidio’s most recent
annual report on Form 10-K and subsequently filed Form 10-Qs. The
Company does not undertake any obligation to release publicly
revisions to any “forward-looking statement,” including, without
limitation, outlook, to reflect events or circumstances after the
date of this presentation, or to reflect the occurrence of
unanticipated events, except as may be required under applicable
securities laws. Investors should not assume that any lack of
update to a previously issued “forward-looking statement”
constitutes a reaffirmation of that statement. Continued reliance
on “forward-looking statements” is at investors’ own
risk.
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO
FIND IT
In connection with the proposed transaction between the Company
and funds advised by BC Partners, the Company filed with the U.S.
Securities and Exchange Commission (the “SEC”) a preliminary Proxy
Statement of the Company (the “Proxy Statement”) with the SEC on
September 10, 2019. The Company plans to mail to its shareholders
the definitive Proxy Statement in connection with the transaction.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, BC PARTNERS, THE
TRANSACTION AND RELATED MATTERS. Investors and security holders
will be able to obtain free copies of the Proxy Statement and other
documents (when available) filed with the SEC by the Company
through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to
obtain free copies of the documents filed with the SEC by the
Company in the Investor Relations section of the Company’s website
at http://investors.presidio.com or by contacting the Company’s
Investor Relations at investors@presidio.com or by calling
866-232-3762.
PARTICIPANTS IN THE SOLICITATION
Presidio and certain of its directors, executive officers and
employees may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders of the
Company in connection with the transaction, including a description
of their respective direct or indirect interests, by security
holdings or otherwise, is included in the Proxy Statement described
above filed with the SEC. Additional information regarding the
Company’s directors and executive officers is also included in the
Company’s proxy statement for its 2018 Annual Meeting of
Stockholders, which was filed with the SEC on October 2, 2018, or
its Annual Report on Form 10-K for the year ended June 30, 2019,
which was filed with the SEC on August 29, 2019. These documents
are available free of charge as described above.
Source: Presidio, Inc.
CONTACT INFORMATION
Investor Relations Contact:Ed
Yuen866-232-3762investors@presidio.com
Media Relations Contact:Catherine
Johnson626-818-9287Pro-bcpartners@prosek.com
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