September 26, 2024 | Technology | North America | Active
Smartsheet, a maker of workplace collaboration software, has agreed to be acquired by a financial sponsor consortium of Blackstone, Vista Equity Partners, and the Abu Dhabi Investment Authority for $56.50 per share, valuing the company at $8.4bn. Per their latest Form 13D filings, Vista and ADIA hold 4.65% and 0.42% of Smartsheet, respectively. The consideration reflects an 8.5% premium over the target’s previous day price and a 24.6% premium over its undisturbed price from 17-Jul-24, before rumours of a deal emerged. Six weeks after Smartsheet released its 1Q’24 earnings, which beat analyst expectations and caused its shares to jump +17.2% in a single day, Reuters reported on 18-Jul-24 that Smartsheet had hired Qatalyst Partners to evaluate buyout proposals after drawing interest from private equity firms. Subsequently, on 5-Sep-24, Reuters reported that Blackstone and Vista were in talks with the company. Speculation intensified last week, with reports of “advanced talks” to take Smartsheet private in a deal valued close to $8bn. The buyout requires Smartsheet shareholder (50%) and regulatory approvals, including from HSR and from unspecified foreign regulators. Smartsheet’s board supports the deal, and Vista has signed a support agreement to vote its 4.65% in favour of the deal. The merger agreement includes a 45-day “go-shop”, expiring on 8-Nov-24, and the possibility of an alternative bidder cannot be ruled out; analysts told Reuters in a 24-Sep-24 article that strategic buyers, such as Google, Salesforce, Zoom, and Cisco, could express interest to potentially incorporate the company into their respective enterprise solutions offerings. Blackstone used a go-shop in its 2023 acquisition of Rover Group (29.4% premium, one-month window) but the sponsor did not offer one for its 2023 acquisition of Cvent Holding in (29% premium). The merger agreement includes standard provisions on representations, warranties, and covenants, as well as a MAC clause, which contains specific carve-outs for events like war and pandemics. The agreement also outlines a standard “reasonable best efforts” clause, where the parties commit to taking all necessary actions to facilitate the closing of the transaction “as promptly as practicable.” This includes ...
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