Vista Equity Partners to acquire all outstanding Cvent common
stock for $36 per share
Cvent Inc. (NYSE: CVT) a leading cloud-based enterprise event
management company, today announced that it has entered into a
definitive agreement to be acquired by affiliates of Vista Equity
Partners (“Vista”), a leading private equity firm focused on
investments in software, data and technology-enabled
businesses.
The terms of this all-cash deal provide substantial value to
Cvent stockholders. Vista will acquire 100 percent of the
outstanding shares of Cvent common stock for a total value of
approximately $1.65 billion. Cvent stockholders will receive $36.00
in cash per share, representing a premium of approximately 69
percent over Cvent's closing price on April 15, 2016 and a 70
percent premium to Cvent's average closing price over the past 30
trading days.
“We are pleased to announce this transaction that provides a
significant premium for Cvent stockholders,” said Reggie Aggarwal,
founder and CEO of Cvent. “This milestone is the next chapter in
our 17-year history. With Vista’s financial strength to invest in
Cvent now and in the future, we will be better positioned to
deliver innovative solutions that transform the meetings and events
industry, and to offer employees new opportunities for career
growth.”
“Reggie and the Cvent team have built a leading portfolio of
products and are positioned for expansion in a large and
underpenetrated market,” said Brian Sheth, co-founder and President
of Vista. “We are excited to work with the Cvent team to lead the
business into this next phase. Over the last several years, Vista
has developed a leading portfolio of meeting technology providers.
This acquisition is our most significant investment in this space,
and further solidifies our commitment to the broader industry.”
Cvent will become a privately held company. Cvent’s Board of
Directors unanimously approved the deal and recommended that
stockholders vote their shares in favor of the transaction. Cvent’s
headquarters will remain in Tysons Corner, VA. Closing of the deal
is subject to customary closing conditions, including the approval
of Cvent stockholders and required regulatory approvals. The
transaction is expected to close in the third calendar quarter of
2016.
Morgan Stanley is serving as financial advisor to Cvent, and
Wilson Sonsini Goodrich & Rosati, Professional Corporation is
serving as legal advisor to Cvent. Vista’s legal advisor is
Kirkland & Ellis LLP.
About Cvent
Cvent, Inc. (NYSE: CVT) is a leading cloud-based enterprise
event management company, with approximately 16,000 customers and
2,000 employees worldwide. Cvent offers software solutions to event
planners for online event registration, venue selection, event
management, mobile apps for events, email marketing, and web
surveys. Cvent provides hoteliers with an integrated platform,
enabling properties to increase group business demand through
targeted advertising and improve conversion through proprietary
demand management and business intelligence solutions. Cvent
solutions optimize the entire event management value chain and have
enabled clients around the world to manage hundreds of thousands of
meetings and events. For more information, please visit Cvent.com,
or connect with us on Facebook, Twitter or LinkedIn.
About Vista
Vista, a U.S.-based private equity firm with offices in Austin,
Chicago and San Francisco, with more than $20 billion in cumulative
capital commitments, currently invests in software, data and
technology-based organizations led by world-class management teams
with long-term perspective. Vista is a value-added investor,
contributing professional expertise and multi-level support towards
companies realizing their full potential. Vista’s investment
approach is anchored by a sizable long-term capital base,
experience in structuring technology-oriented transactions, and
proven management techniques that yield flexibility and opportunity
in private equity investing. For more information, please visit
www.vistaequitypartners.com.
Additional Information and Where to Find It
In connection with the transaction, Cvent intends to file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a preliminary proxy statement on Schedule 14A.
Promptly after filing its definitive proxy statement with the SEC,
Cvent will mail the definitive proxy statement and a proxy card to
each stockholder entitled to vote at the special meeting relating
to the transaction. INVESTORS AND SECURITY HOLDERS OF CVENT ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTION THAT CVENT WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CVENT AND THE TRANSACTION. The definitive proxy statement,
the preliminary proxy statement and other relevant materials in
connection with the transaction (when they become available), and
any other documents filed by Cvent with the SEC, may be obtained
free of charge at the SEC’s website (http://www.sec.gov) or at
Cvent’s website (http://investors.cvent.com) or by writing to
Cvent’s Investor Relations at 1765 Greensboro Station Place, 7th
Floor, Tysons Corner, Virginia 22102.
Participants in the Solicitation
Cvent and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Cvent’s
stockholders with respect to the transaction. Information about
Cvent’s directors and executive officers and their ownership of
Cvent’s common stock is set forth in Cvent’s proxy statement on
Schedule 14A filed with the SEC on April 10, 2015, and Cvent’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2015, which was filed on March 1, 2016. Information regarding the
identity of the potential participants, and their direct or
indirect interests in the transaction, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with SEC in connection with the
transaction.
Legal Notice Regarding Forward-Looking Statements
This press release, and the documents to which Cvent refers you
in this communication, contains not only historical information,
but also forward-looking statements made pursuant to the
safe-harbor provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements represent Cvent’s
expectations or beliefs concerning future events, including the
timing of the transaction and other information relating to the
transaction. Forward-looking statements include information
concerning possible or assumed future results of operations of
Cvent, the expected completion and timing of the transaction and
other information relating to the transaction. Without limiting the
foregoing, the words “believes,” “anticipates,” “plans,” “expects,”
“intends,” “forecasts,” “should,” “estimates,” “contemplate,”
“future,” “goal,” “potential,” “predict,” “project,” “projection,”
“may,” “will,” “could,” “should,” “would,” “assuming” and similar
expressions are intended to identify forward-looking statements.
You should read statements that contain these words carefully. They
discuss Cvent’s future expectations or state other forward-looking
information and may involve known and unknown risks over which
Cvent has no control. Those risks include, (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect Cvent’s business and the price of the
common stock of Cvent, (ii) the failure to satisfy of the
conditions to the consummation of the transaction, including the
adoption of the merger agreement by the stockholders of Cvent and
the receipt of certain governmental and regulatory approvals, (iii)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement, (iv)
the effect of the announcement or pendency of the transaction on
Cvent’s business relationships, operating results and business
generally, (v) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the transaction, (vi) risks related to
diverting management’s attention from Cvent’s ongoing business
operations and (vii) the outcome of any legal proceedings that may
be instituted against us related to the merger agreement or the
transaction. Forward-looking statements speak only as of the date
of this communication or the date of any document incorporated by
reference in this document. Except as required by applicable law or
regulation, Cvent does not undertake to update these
forward-looking statements to reflect future events or
circumstances.
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version on businesswire.com: http://www.businesswire.com/news/home/20160418005839/en/
Investor Contact:ICRGaro Toomajanian,
703-226-3610ir@cvent.comorMedia Contact:Sloane PRNevin
Reilly, 212-446-1893nreilly@sloanepr.com
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