An investor group led by Hellman & Friedman acquired Ultimate Software, a leading global provider of human capital management solutions in the cloud, for $11bn in an all-cash transaction valued at $331.50 per share. This price represents a premium of approximately 32% over Ultimate’s volume-weighted average price during the 30 trading days ending February 1, 2019. Upon completion of the transaction, the privately held company will be owned by an investor group led by Hellman & Friedman in partnership with significant investors Blackstone, GIC, and Canada Pension Plan Investment Board, and other investors including JMI Equity.
“The transaction provides our stockholders with a substantial premium. Our decision was also made with the best interests of our 5,144 employees and our more than 5,600 customers at heart. This change will bring meaningful benefits to our employees and customers — both in the long and short terms. Since all of our employees are given equity in Ultimate when they join us, as stockholders, this transaction will result in immediate financial upside for them. Today’s announcement will also allow us to make additional, prudent investments in our products and services to better serve our customers,” said Scott Scherr, CEO, president, and founder of Ultimate.
Goldman Sachs and Stroock & Stroock & Lavan advised Ultimate Software. Qatalyst Partners advised the investor group. Simpson Thacher & Bartlett advised Hellman & Friedman. Sullivan & Cromwell advised Goldman Sachs.
Gannett rejected MNG’s $1.3bn hostile bid. (FS)
USA Today publisher Gannett rejected the $1.3bn made by newspaper chain MNG Enterprises, saying it undervalued the company and was not credible. The offered price represented a 23% premium to Gannett’s $9.75 close. MNG, which is owned by Alden Global Capital, said it would consider options including nominating its slate of directors to Gannett’s board, setting the stage for a proxy battle.
Moelis is advising MNG.
Tesla Motors acquired Maxwell Technologies, a leading developer and manufacturer of energy solutions, for $218m. The offer values each share of Maxwell common stock at $4.75 per share. Tesla will commence an all-stock exchange offer for all the issued and outstanding shares of the company, after which Maxwell will be merged with a Tesla subsidiary and become a wholly owned subsidiary of Tesla.
"We are very excited with today's announcement that Tesla has agreed to acquire Maxwell. Tesla is a well-respected and world-class innovator that shares a common goal of building a more sustainable future," said Dr. Franz Fink, President and Chief Executive Officer of Maxwell. "We believe this transaction is in the best interests of Maxwell stockholders and offers investors the opportunity to participate in Tesla's mission of accelerating the advent of sustainable transport and energy."
DLA Piper and Barclays advised Maxwell Technologies. Wilson Sonsini Goodrich & Rosati advised Tesla.
Tyler Technologies acquired MicroPact from Arlington for $185m. (FS)
Tyler Technologies, a leading provider of end-to-end information management solutions and services for local governments, acquired MicroPact, a leading provider of specialized, vertically oriented case management and business process management applications for governments, from Arlington Capital Partners for $185m.
“This is the second largest acquisition in Tyler Technologies’ history and represents a continuation of our long-term strategy to add best-of-breed companies and products that complement our current offerings and support our goals for continued growth,” said Lynn Moore, president and CEO of Tyler. “The acquisition of MicroPact will augment our product solutions, position us in new practice areas such as health and human services, and present opportunities to expand our business across new and complementary markets. We’re particularly excited about the opportunity to significantly expand our total addressable market through MicroPact’s strong presence in the federal market.”
Spurrier Capital Partners advised MicroPact.
Insignia Capital acquired a stake in MediaAlpha, valuing the company at $350m. (FS)
Insignia Capital acquired a stake in MediaAlpha, a marketing technology company, valuing it at $350m. As a result of the transaction, White Mountains Insurance Group, a financial services holding company based in Hamilton, Bermuda, will retain an equity stake in MediaAlpha. White Mountains expects to receive net cash proceeds of approximately $85m from the transaction.
“This transaction is an important milestone for MediaAlpha. It recognizes the significant value that the MediaAlpha team have created to date, and it sets the stage for further value creation going forward,” said Manning Rountree, Chief Executive Officer of White Mountains. “We are excited to welcome Insignia Capital as our new institutional investment partner. The Insignia team has a proven track record of investing in high-growth marketing technology businesses, and their strategic and operational guidance will be highly valuable.”
Petsky Prunier Securities advised MediaAlpha. Cravath Swaine & Moore advised MediaAlpha and White Mountains. Kirkland & Ellis advised Insignia Capital.
Kraken, the world’s largest global bitcoin exchange in euro volume and liquidity, acquired trading platform and index provider Crypto Facilities in a nine-figure deal. The combination creates a global leader in cryptocurrency spot and futures trading. Exact financial terms were not disclosed.
Timo Schlaefer, Crypto Facilities CEO and founder, said: “It has been our mission to build the most sophisticated, powerful and user-friendly cryptocurrency trading platform. Teaming up with Kraken allows us to innovate the next generation of products and tremendously boosts the value we are able to provide to our clients.”
Spotify looks to acquire Gimlet Media for $200m. (FS)
Music streaming service Spotify is in talks to buy Gimlet Media, a popular podcast company for $200m. A move beneath the Spotify umbrella would likely provide an exponential increase in exposure to Gimlet: Spotify currently claims 200m users and 87m paying subscribers.
Stripes Group, Betaworks, Cross Culture Ventures and Emerson Collective are among Gimlet's current backers. The company launched in 2014 and raised $7m at a $30m valuation a year later. Spotify, meanwhile, had raised hundreds of millions in VC before going public last year in a direct listing.
Palo Alto negotiates a deal to acquire Demisto. (FS)
Palo Alto Networks, an American multinational cybersecurity company with headquarters in Santa Clara, is in talks to acquire US-Israeli information security firm Demisto, a company founded in 2015 by four McAfee executives, which develops and markets automation tools for information security management, including a chatbot that assists security analysts in handling tasks.
Last October, the company raised $43m in a funding round led by Greylock Partners, bringing its total equity funding to $69m. Accel Partners, ClearSky Security, Slack Technologies, Wipro Ventures, Secure Octane, and Cerca Partners are also backers.
