In a separate announcement, Apax said it will also acquire Activant Solutions, a provider of business management software solutions that was controlled by investment funds affiliated with Hellman & Friedman, Thoma Bravo and JMI Equity. The combined transaction is valued at approximately $2 billion.
Under the terms of the deal with Epicor, Apax will commence a tender offer to acquire all of the company’s outstanding common stock for $12.50 per share in cash, followed by a merger to acquire all remaining outstanding Epicor shares at the same price paid in the tender offer.
Following completion of the merger, the combined company will be Epicor Software Corporation and will no longer be a publicly traded company.
The offer price represents a premium of 11.2% over Epicor’s closing stock price on Friday and a 34.4% premium over the average closing price for the previous 52-week period.
Apax is providing 100% of the equity financing for the acquisition of Epicor. Elliott Associates, which owns approximately 13.5% of Epicor’s outstanding shares, has already indicated that it supports the acquisition.
Under the terms of the merger agreement, Apax will commence the tender offer for Epicor no later than April 8, 2011. The company’s board has approved the transaction, which is subject to closing conditions including minimum levels of participation in the tender offer and regulatory approvals, and the satisfaction of the closing conditions for Apax’s acquisition of Activant.
Apax says it intends to combine Activant and Epicor to create “one of the largest global providers of enterprise applications focused on the manufacturing, distribution, services and retail sectors” with over 30,000 customers and $825 million in annual revenues.
The acquisitions are expected to close by the end of the second calendar quarter of this year.
Just last week, we reported that Canadian Internet conglomerate Yellow Media was selling its vertical media publishing business Trader Corporation to Apax Partners for a total purchase price consideration of $745 million, payable in cash at closing.