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Vista Buys DH Corp

March 13, 2017

DH Corporation, a provider of technology solutions to financial institutions globally, and Vista Equity Partners have entered into a definitive arrangement agreement under which Vista will acquire all of the outstanding shares of DH Corporation for $25.50 per share in cash including the assumption of all debt obligations including the issued convertible debentures, for a total enterprise value of approximately $4.8 billion. The transaction price represents a premium of approximately 36% over D+H's closing share price on December 5, 2016, the last trading day before media reports surfaced suggesting the Company was exploring strategic alternatives.

Vista intends to combine D+H with another of its portfolio companies, United Kingdom-based, Misys, a provider for retail and corporate banking, lending, treasury and capital markets, investment management and enterprise risk. The combination will create a diversified FinTech market leader, with a global footprint and one of the broadest set of financial software solutions available to the market with approximately $2.96 billion (approximately US$2.2 billion) in revenues, approximately 10,000 employees, and 9,000+ customers across 130 countries, including 48 of the top 50 Banks.

Misys and D+H are highly complementary in terms of both software solutions and geographical footprint. With D+H's strength in Payments, Lending, and Retail Banking solutions in North America combined with Misys's strength in Capital Markets, Corporate Banking, and Retail Banking globally, the combined business will serve customers all over the world with an unrivalled, broad and complete solution portfolio. The integration of these solutions will also create one of the broadest offerings in the financial services space.

Paul Damp, Chairman of the Board of D+H, said, "After a comprehensive review of strategic alternatives, the Special Committee of Independent Directors and our Board have unanimously concluded that this agreement is in the best interests of the Company and our stakeholders. We are pleased that this transaction appropriately recognizes the value of D+H's market-leading suite of mission-critical FinTech solutions, which are trusted by thousands of financial institutions, governments and corporations."

Gerrard Schmid, Chief Executive Officer of D+H, said, "The combination of D+H and Misys creates a global leader in financial technology, with a broad array of products to serve customers. D+H brings depth in North America and leadership in payments and lending; while Misys has a strong market position in Europe, the Middle East, Africa, and Asia; and leadership capabilities in banking, capital markets, investment management and risk solutions. I believe this transaction is beneficial to our customers, shareholders and employees. We look forward to working closely with Vista and the leadership team at Misys to complete this transaction."

"The combination of our two companies creates significant opportunity for our customers, our employees and our partners," said Nadeem Syed, CEO of Misys. "By coming together, we have the opportunity to create a global FinTech leader, positioning us to lead the corporate banking software space, accelerate our cloud-based offerings, and expand our footprint in North America. The complementary nature of our two organizations combined with our robust domain expertise and strong leadership means that we will be able to bring even more value to our clients through our expanded offerings."

"We are thrilled by the prospect of combining these two leaders in the FinTech industry," said Brian N. Sheth, Co-Founder and President of Vista Equity Partners. "D+H is an outstanding company with impressive talent and deep experience providing technology solutions to financial institutions worldwide. Over the last five years we have worked closely with the Misys management team to transform and grow its global business and this is a great next step in that process. Together, Misys and D+H have the promise to shape and lead the future of financial software."

The completion of the transaction is subject to court approval and the approval of DH's shareholders by more than 66 2/3% of the votes cast by shareholders present in person or by proxy at the special meeting. The Company intends to mail a proxy circular in the upcoming weeks to shareholders for a meeting expected to be held in May 2017. The transaction is subject to customary closing conditions, including receipt of all regulatory approvals, and is expected to close prior to the end of the third quarter 2017.

Credit Suisse and RBC Capital Markets are serving as financial advisors and provided fairness opinions to D+H, and Stikeman Elliott LLP and Cravath, Swaine & Moore LLP are serving as legal advisors. Morgan Stanley, along with Barclays and Citi, are serving as financial advisors to Vista Equity Partners. Kirkland & Ellis LLP and Goodmans LLP are serving as legal advisors to Vista Equity Partners. Evercore is serving as financial advisor to Misys.

The transaction is structured as a plan of arrangement under the Business Corporations Act (Ontario).

Within 30 days following the close of the transaction, as required in accordance with their terms, the Company will make a cash offer to purchase all of the outstanding convertible debentures of D+H at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest (the "Debenture Offer"). In addition, beginning ten trading days before the anticipated date of the closing of the transaction, until 30 days after the Debenture Offer is delivered, holders of the 6.0% Convertible Debentures will be entitled to convert their debentures and receive, subject to the completion of the transaction, an additional number of D+H shares as set out in the 6.0% Convertible Debentures prospectus. Completion of the arrangement is not conditional on whether holders of convertible debentures tender to the Debenture Offer or convert their debentures to receive D+H common shares.

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