JAGGAER to be Acquired by Accel-KKR for $17.75 per Share in an All-Cash Transaction Valued at Approximately $509 Million
- Press Release
RESEARCH TRIANGLE PARK, NC – May 31, 2016 – JAGGAER (formerly SciQuest), the leading public provider of spend management solutions delivering value beyond savings, announced today that it has entered into a definitive agreement to be acquired by affiliates of Accel-KKR ( “AKKR”), a leading technology-focused private equity firm, for $ 17.75 per share in cash, representing a total equity value of approximately $ 509 million.
The offer represents a 34% premium over the company’s closing pricing on May 27, 2016. Upon closing, AKKR will own 100% of the outstanding shares of JAGGAER common stock. AKKR, which has been a stockholder since 2014, currently owns 4.9% of JAGGAER’s outstanding shares.
“As long-standing and significant investors in JAGGAER, we have been impressed by the breadth, depth and cohesiveness of the company’s leading technology,” said Tom Barnds, Managing Director of Accel-KKR. “We look forward to partnering with the JAGGAER team to continue to accelerate innovation and bring value to customers in this large and growing market.”
JAGGAER’s Board of Directors unanimously approved the proposed transaction and resolved to recommend that stockholders vote their shares in favor of this transaction at a stockholders meeting to be held at a later date.
The transaction, which is expected to close in the third quarter of 2016, is subject to customary closing conditions, including approval of JAGGAER’s stockholders and required regulatory approvals. Under the terms of the agreement, JAGGAER may solicit alternative acquisition proposals from third parties during a 25-day “go-shop” period, following the date of execution of the merger agreement. There is no guarantee that this process will result in a superior proposal, and the merger agreement provides AKKR with a customary right to match a superior proposal. The Company does not intend to disclose any developments with respect to this process unless and until its Board of Directors makes a decision regarding a potential superior proposal. Upon closing,
Stifel, Nicolaus & Company, Incorporated and Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP are serving as JAGGAER’s financial and legal advisors, respectively, for this transaction. Kirkland & Ellis LLP is serving as AKKR’s legal advisor.
About Accel-KKR
Accel-KKR is a technology-focused investment firm with $ 4.0 billion in capital commitments. The firm invests in software and IT enabled businesses well-positioned for topline and bottom-line growth. At the core of Accel-KKR’s investment strategy is a commitment to developing strong partnerships with the management teams of its portfolio companies and a focus on building value through significant resources available through the Accel-KKR network. Accel-KKR focuses on middle-market companies and provides a broad range of capital solutions from minority growth investments to buyouts, recapitalizations, divisional carve-outs and going-private transactions. The firm has offices in Menlo Park, Atlanta and London. For more information, please visit www.accel-kkr.com.
Additional information
This communication may be deemed to be a solicitation of proxies in respect of the proposed acquisition of JAGGAER. In connection with the proposed acquisition, JAGGAER intends to file a proxy statement and other relevant materials with the Securities and Exchange Commission (the “SEC”). Investors and stockholders of JAGGAER are urged to read the proxy statement (including any amendments or supplements) and other relevant materials filed with the SEC when they become available because they will contain important information about JAGGAER and the proposed acquisition. The definitive proxy statement and a proxy card will be mailed to each stockholder entitled to vote at the special meeting relating to the proposed acquisition. Investors and stockholders may obtain a free copy of the proxy statement when it becomes available,www.sec.gov . In addition, these documents (when they are available) may also be obtained by investors and stockholders free of charge at JAGGAER’s website, www.jaggaer.com , or from JAGGAER upon written request to its Investor Relations at 3020 Carrington Mill Boulevard, Suite 100 , Morrisville, NC 27560.
Participants in the Solicitation
JAGGAER and its directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from stockholders of JAGGAER in connection with the proposed acquisition. Information about JAGGAER’s directors and executive officers may be found in JAGGAER’s proxy statement on Schedule 14A relating to its 2016 Annual Meeting of Stockholders, which was filed with the SEC on March 14, 2016, and JAGGAER’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed on February 22, 2016. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the proposed acquisition will be included in the proxy statement related to the proposed acquisition to be filed with the SEC.
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, that are based on beliefs and assumptions of JAGGAER’s management and on information currently available to JAGGAER’s management and that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements include information concerning JAGGAER’s possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities, the successful closing of this transaction, effects of the transaction, operations as a private company and the location of its headquarters and the effects of competition. Forward-looking statements consist of all statements that are not historical facts and can be identified by terms such as “accelerates,” “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “ intends, ”“ may, ”“ plans, ”“ potential, ”“ predicts, ”“ projects, ”“ should, ”“ will, ”“ would ”or similar expressions and the negatives of those terms. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including, without limitation, (1) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (2) the possibility that the consummation of the proposed acquisition described in this communication does not occur or is delayed, either due to the failure of closing conditions, including approval of JAGGAER’s stockholders, the failure to obtain required regulatory approvals or other reasons; (3) the risk that the proposed acquisition disrupts current plans and operations or increases operating costs and the potential difficulties in customer loss and employee retention as a result of the announcement and consummation of such acquisition; (4) the outcome of any legal proceedings that may be instituted against the JAGGAER, the potential acquiror or others following announcement of the merger agreement and transactions contemplated therein; and (5) those risks and uncertainties described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of JAGGAER’s most recently filed Annual Report on Form 10-K and JAGGAER’s subsequently filed Quarterly Reports on Form 10-Q . JAGGAER urges you to consider those risks and uncertainties in evaluating its forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as otherwise required by the federal securities laws, JAGGAER disclaims any obligation or undertaking to publicly release or otherwise provide any updates or revisions to any forward-looking statement contained in (or elsewhere) to reflect any change in JAGGAER’s expectations with regard or any change in events, conditions or circumstances on which any such statement is based.
Accel-KKR Media Contact
KEKST for Accel-KKR
Todd Fogarty, 212-521-4854
Todd.fogarty@kekst.com
About JAGGAER
Some of the largest Commercial, Manufacturing and Life Sciences companies in the world trust JAGGAER with billions of dollars of annual spend. Additionally, JAGGAER is the leading procure-to-pay provider in the Higher Education and Government sectors. JAGGAER eprocurement and strategic sourcing customers across the globe have gained access to the best suppliers, with the best terms, on our scalable, customizable, user-friendly platform. Our SaaS-based, source-to-settle solution provides unparalleled visibility, insights and recommendations to procurement leaders and suppliers. The result is a fluid supply chain driven by powerful spend analysis, comprehensive contract management and efficient accounts payable solutions. Learn how our solutions can power your organization.
JAGGAER Media Contact
Abigail Holmes
Corporate Ink for Jaggaer
Jaggaer@corporateink.com
617.969.9192