Quest Software Announces End of “Go-Shop” Period; Board Special Committee Designates Multiple Parties as Qualified Go-Sho...
May 09 2012 - 8:30AM
Business Wire
Quest Software, Inc. (Nasdaq:QSFT) (the “Company”) today
announced the expiration of the 60-day “go-shop” period provided
for under the terms of the previously announced merger agreement
(the “Merger Agreement”) between the Company and affiliates of
Insight Venture Partners (“Insight”).
During the “go-shop” period, representatives of Morgan Stanley
& Co. LLC (“Morgan Stanley”), financial advisor to a Special
Committee of the Company’s Board of Directors (the “Special
Committee”), engaged in a broad solicitation of strategic and
financial parties potentially interested in pursuing an alternative
transaction with the Company.
Prior to the expiration of the “go-shop” period, the Special
Committee received multiple written proposals for potential
alternative transactions with the Company. After consulting with
its financial and legal advisors, the Special Committee has
determined, pursuant to Section 5.2(a) of the Merger Agreement,
that multiple proposals (each, an “alternative proposal,” and
together, the “alternative proposals”) are reasonably expected to
lead to a superior proposal (as defined in the Merger Agreement),
and also has determined that the parties from which the Special
Committee received these alternative proposals are “Qualified
Go-Shop Bidders” (as defined in the Merger Agreement).
Subject to certain conditions set forth in the Merger Agreement,
the Company may continue to furnish information to and engage in
further discussions and negotiations with such Qualified Go-Shop
Bidders.
The Special Committee has not yet determined that any of the
alternative proposals constitute a superior proposal under the
Merger Agreement. The alternative proposals are subject to several
conditions, including completion of due diligence and the
negotiation of mutually acceptable definitive agreements.
Accordingly, there can be no assurance that any of the alternative
proposals will ultimately lead to a superior proposal as
discussions and negotiations with the Qualified Go-Shop Bidders
could terminate at any time. The Special Committee has not changed
its recommendation with respect to, and continues to support, the
Company’s pending merger with Insight pursuant to the Merger
Agreement.
About Quest Software, Inc.
Established in 1987, Quest Software (Nasdaq: QSFT) provides
simple and innovative IT management solutions that enable more than
100,000 global customers to save time and money across physical and
virtual environments. Quest products solve complex IT challenges
ranging from database management, data protection, identity and
access management, monitoring, user workspace management to Windows
management.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed merger of the Company with an affiliate of
Insight. In connection with the proposed transaction with Insight,
the Company has filed a preliminary proxy statement and other
relevant materials with the Securities and Exchange Commission
(“SEC”), and intends to file a definitive proxy statement and other
relevant materials. The definitive proxy statement will be sent or
given to the stockholders of the Company and will contain important
information about the proposed transaction and related matters.
BEFORE MAKING ANY VOTING DECISION, QUEST SOFTWARE’S STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The
proxy statement and other relevant materials (when they become
available), and any other documents filed by Quest Software with
the SEC, may be obtained free of charge at the SEC’s website at
www.sec.gov. In addition, security holders will be able to obtain
free copies of the proxy statement from Quest Software by
contacting Quest Software’s Investor Relations by telephone at
(949) 754-8000, or by mail at Quest Software, Inc., 5 Polaris Way,
Aliso Viejo, California 92656, Attention: Investor Relations, or by
going to Quest Software’s Investor Relations page on its corporate
web site at www.quest.com.
Participants in the Solicitation
Quest Software and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Quest Software in connection with the proposed
merger. Information regarding the interests of these directors and
executive officers in the transaction described herein has been
included in the preliminary proxy statement described above and
will be included in the definitive proxy statement to be filed with
the SEC. Additional information regarding these directors and
executive officers is included in Quest’s amended Annual Report on
Form 10-K/A, which was filed with the SEC on April 30, 2012.
Forward-Looking Statements
This release may include predictions, estimates and other
information that might be considered forward-looking statements.
These statements are based on current expectations and assumptions
that are subject to risks and uncertainties. Actual results could
differ materially from those anticipated as a result of various
factors. If the proposed transaction is consummated, our
unaffiliated stockholders will cease to have any equity interest in
the Company and will have no right to participate in its earnings
and future growth. Additional factors that may affect the future
results of the Company are set forth in its filings with the SEC,
including its Annual Report on Form 10-K for the year ended
December 31, 2011, which is available on the SEC’s website at
www.sec.gov. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
thereof. The Company undertakes no obligation to update
forward-looking statements to reflect events or circumstances after
the date thereof.
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