Transaction Is Expected to Close in the First
Quarter of 2024
EngageSmart, Inc. (NYSE: ESMT) (“EngageSmart” or “the Company”),
a leading provider of vertically tailored customer engagement
software and integrated payments solutions, today announced the
expiration of the 30-day “go-shop” period under the terms of the
previously announced definitive merger agreement, pursuant to which
an affiliate of Vista Equity Partners (“Vista”), a leading global
investment firm focused exclusively on enterprise software, data
and technology-enabled businesses, will acquire EngageSmart for
$23.00 per share in cash. The “go-shop” period expired at 11:59
p.m. ET on November 22, 2023.
Pursuant to the definitive merger agreement, EngageSmart and its
representatives had the right to solicit and consider alternative
acquisition proposals from third parties during the “go-shop”
period. EngageSmart did not receive any alternative acquisition
proposals from any third party during the “go-shop” period.
The transaction is expected to close in the first quarter of
2024, subject to customary closing conditions and receipt of
customary regulatory approvals, as well as the affirmative vote of
the holders of a majority of the outstanding shares of the
Company’s common stock held by stockholders other than affiliates
of General Atlantic, L.P. (“General Atlantic”) and certain officers
of the Company. Upon completion of the transaction, EngageSmart
will become a privately held company, affiliates of Vista will hold
approximately 65% of the outstanding equity, and affiliates of
General Atlantic, a leading global investor, will hold
approximately 35% of the outstanding equity.
Advisors
Evercore is acting as financial advisor to the Special
Committee, and Skadden, Arps, Slate, Meagher & Flom LLP is
acting as legal counsel to the Special Committee.
Goldman Sachs & Co. LLC is acting as exclusive financial
advisor to EngageSmart.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as
legal counsel to General Atlantic.
BofA Securities and J.P. Morgan Securities LLC are serving as
financial advisors to Vista, and Kirkland & Ellis LLP is acting
as legal counsel to Vista.
About EngageSmart
EngageSmart is a leading provider of vertically tailored
customer engagement software and integrated payments solutions. At
EngageSmart, our mission is to simplify customer and client
engagement to allow our customers to focus resources on initiatives
that improve their businesses and better serve their communities.
EngageSmart offers single instance, multi-tenant, true
Software-as-a-Service ("SaaS") vertical solutions, including
SimplePractice, InvoiceCloud and DonorDrive, that are designed to
simplify our customers' engagement with their clients by driving
digital adoption and self-service. As of September 30, 2023,
EngageSmart serves 116,200 customers in the SMB Solutions segment
and 3,400 customers in the Enterprise Solutions segment across
several core verticals: Health & Wellness, Government,
Utilities, Financial Services and Giving. For more information,
visit www.engagesmart.com and follow us on LinkedIn.
About Vista Equity Partners
Vista is a leading global investment firm with more than $101
billion in assets under management as of June 30, 2023. The firm
exclusively invests in enterprise software, data and
technology-enabled organizations across private equity, permanent
capital, credit and public equity strategies, bringing an approach
that prioritizes creating enduring market value for the benefit of
its global ecosystem of investors, companies, customers and
employees. Vista's investments are anchored by a sizable long-term
capital base, experience in structuring technology-oriented
transactions and proven, flexible management techniques that drive
sustainable growth. Vista believes the transformative power of
technology is the key to an even better future – a healthier
planet, a smarter economy, a diverse and inclusive community and a
broader path to prosperity. Further information is available at
vistaequitypartners.com. Follow Vista on LinkedIn, @Vista Equity
Partners, and on X, @Vista_Equity.
About General Atlantic
General Atlantic is a leading global investor with more than
four decades of experience providing capital and strategic support
for over 500 growth companies throughout its history. Established
in 1980 to partner with visionary entrepreneurs and deliver lasting
impact, the firm combines a collaborative global approach, sector
specific expertise, a long-term investment horizon and a deep
understanding of growth drivers to partner with great entrepreneurs
and management teams to scale innovative businesses around the
world. General Atlantic has more than $77 billion in assets under
management inclusive of all products as of September 30, 2023, and
more than 280 investment professionals based in New York,
Amsterdam, Beijing, Hong Kong, Jakarta, London, Mexico City, Miami,
Mumbai, Munich, San Francisco, São Paulo, Shanghai, Singapore,
Stamford and Tel Aviv. For more information on General Atlantic,
please visit: www.generalatlantic.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes certain “forward-looking statements”
within the meaning of the federal securities laws, including
statements related to the proposed merger of the Company with Vista
(the “Transaction”), including financial estimates and statements
as to the expected timing, completion and effects of the
Transaction. These forward-looking statements are based on the
Company's current expectations, estimates and projections
regarding, among other things, the expected date of closing of the
Transaction and the potential benefits thereof, its business and
industry, management’s beliefs and certain assumptions made by the
Company, all of which are subject to change. Forward-looking
statements often contain words such as “expect,” “anticipate,”
“intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,”
“will,” “may,” “would,” “might,” “considered,” “potential,”
“estimate,” “continue,” “likely,” “expect,” “target” or similar
expressions or the negatives of these words or other comparable
terminology that convey uncertainty of future events or outcomes.
By their nature, forward-looking statements address matters that
involve risks and uncertainties because they relate to events and
depend upon future circumstances that may or may not occur, such as
the consummation of the Transaction and the anticipated benefits
thereof. These and other forward-looking statements are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference
include, but are not limited to: (i) the completion of the
Transaction on anticipated terms and timing, including obtaining
required stockholder and regulatory approvals, and the satisfaction
of other conditions to the completion of the Transaction; (ii) the
ability of affiliates of Vista to obtain the necessary financing
arrangements set forth in the commitment letters received in
connection with the Transaction; (iii) litigation relating to the
Transaction that has been or could be instituted against Vista,
General Atlantic, the Company or their respective directors,
managers or officers, including the effects of any outcomes related
thereto; (iv) the risk that disruptions from the Transaction will
harm the Company’s business, including current plans and
operations; (v) the ability of the Company to retain and hire key
personnel; (vi) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
Transaction; (vii) continued availability of capital and financing
and rating agency actions; (viii) legislative, regulatory and
economic developments affecting the Company’s business; (ix)
general economic and market developments and conditions; (x)
potential business uncertainty, including changes to existing
business relationships, during the pendency of the Transaction that
could affect the Company’s financial performance; (xi) certain
restrictions during the pendency of the Transaction that may impact
the Company’s ability to pursue certain business opportunities or
strategic transactions; (xii) unpredictability and severity of
catastrophic events, including but not limited to acts of
terrorism, pandemics, outbreaks of war or hostilities, as well as
the Company’s response to any of the aforementioned factors; (xiii)
significant transaction costs associated with the Transaction;
(xiv) the possibility that the Transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; (xv) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Transaction, including in circumstances requiring the Company to
pay a termination fee or other expenses; (xvi) competitive
responses to the Transaction; (xvii) the risks and uncertainties
pertaining to the Company’s business, including those set forth in
Part I, Item 1A of the Company’s most recent Annual Report on Form
10-K and Part II, Item 1A of the Company’s subsequent Quarterly
Reports on Form 10-Q, as such risk factors may be amended,
supplemented or superseded from time to time by other reports filed
by the Company with the SEC; and (xviii) the risks and
uncertainties that will be described in the proxy statement
available from the sources indicated below. These risks, as well as
other risks associated with the Transaction, will be more fully
discussed in the proxy statement. While the list of factors
presented here is, and the list of factors to be presented in the
proxy statement will be, considered representative, no such list
should be considered a complete statement of all potential risks
and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material impact on the
Company’s financial condition, results of operations, credit rating
or liquidity. These forward-looking statements speak only as of the
date they are made, and the Company does not undertake to and
specifically disclaims any obligation to publicly release the
results of any updates or revisions to these forward-looking
statements that may be made to reflect future events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Important Additional Information and Where to Find It
In connection with the Transaction, the Company has filed with
the SEC a preliminary proxy statement. The Company will file with
the SEC a definitive proxy statement, which will be sent or
provided to Company stockholders prior to the special meeting of
stockholders. The Company and affiliates of the Company have
jointly filed a transaction statement on Schedule 13E-3 (the
“Schedule 13E-3”). The Company may also file other documents with
the SEC regarding the Transaction. This communication is not a
substitute for the proxy statement, the Schedule 13E-3 or any other
document which the Company may file with the SEC. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE
SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTION AND RELATED MATTERS. Investors and security holders
may obtain free copies of the proxy statement, Schedule 13E-3 and
other documents that are filed or will be filed with the SEC by the
Company through the website maintained by the SEC at www.sec.gov,
the Company’s website at www.investors.EngageSmart.com or by
contacting the Company’s Investor Relations Team at
IR@engagesmart.com.
The Transaction will be implemented solely pursuant to the
Merger Agreement dated as of October 23, 2023, among the Company,
Icefall Parent, LLC and Icefall Merger Sub, Inc., which contains
the full terms and conditions of the Transaction.
Participants in the Solicitation
The Company and certain of its directors, executive officers and
other employees may be deemed to be participants in the
solicitation of proxies from the Company’s stockholders in
connection with the Transaction. Additional information regarding
the identity of the participants, including a description of their
direct or indirect interests, by security holdings or otherwise, is
set forth in the preliminary proxy statement, which was filed with
the SEC on November 20, 2023, in the section captioned “Special
Factors—Interests of EngageSmart’s Directors and Executive Officers
in the Merger” and will be set forth in the definitive proxy
statement and other materials to be filed with the SEC in
connection with the Transaction (if and when they become
available). You may obtain free copies of these documents using the
sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231123430871/en/
Investors Josh Schmidt EngageSmart, Inc.
IR@engagesmart.com Media EngageSmart: Sharon Stern /
Ed Trissel Joele Frank, Wilkinson Brimmer Katcher
ESMT-JF@joelefrank.com Vista Equity Partners: Brian Steel
media@vistaequitypartners.com (212) 804-9170 General
Atlantic: Emily Japlon media@generalatlantic.com
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