Majesco shareholders to receive $16.00 in cash
per share Transaction provides a significant cash premium to
Majesco shareholders
Transaction Expected to Close by the End of
2020
Majesco (NASDAQ: MJCO), a global leader of cloud insurance
software solutions for insurance business transformation, today
announced that it has signed an amended definitive agreement to be
acquired by Thoma Bravo, L.P., a leading private equity firm
focused on the software and technology-enabled services sectors, in
a transaction valuing the company at $729 million. Following the
closing of the transaction, Majesco will operate as a privately
held company.
Under the amendment, Thoma Bravo will acquire all of Majesco’s
outstanding shares for $16.00 per share. The price represents a
premium of approximately 113% over Majesco’s average closing price
of $7.52 during the 30-trading day period ended July 17, 2020.
The proposed merger is subject to the approval of Majesco
shareholders and the approval of the shareholders of Majesco’s
parent company, Majesco Limited. Majesco’s and Majesco Limited’s
Boards of Directors have unanimously approved the merger and
recommend that their respective shareholders approve the merger.
Majesco Limited’s promoter shareholders have entered into a voting
agreement to vote in favor of a transaction with Thoma Bravo and
against a competing transaction, which remains in place for a
7-month period following any termination of the transaction
documents. Majesco will solicit written consents from its
shareholders to approve the Merger Agreement and expects to
distribute the consent solicitation statement in August 2020.
The increased offer from Thoma Bravo and the amendment followed
Majesco’s receipt of an unsolicited acquisition proposal from an
unaffiliated third party.
Completion of the merger is not subject to a financing condition
but is subject to the accuracy of the representations and
warranties, performance of the covenants and other agreements
included in the Merger Agreement and customary closing conditions
for a transaction of this type, including regulatory approvals in
the US and India. Assuming satisfaction of those conditions, the
Company expects the merger to close by the end of 2020.
Nomura Securities International, Inc. is acting as financial
advisor to Majesco, and Sheppard, Mullin, Richter & Hampton LLP
and Khaitan & Co are acting as legal advisors to Majesco and
Majesco Limited, respectively. Kirkland & Ellis LLP and
Trilegal are acting as legal advisor to Thoma Bravo.
About Majesco
Majesco (NASDAQ: MJCO) provides technology, expertise, and
leadership that helps insurers modernize, innovate and connect to
build the future of their business – and the future of insurance –
at speed and scale. Our platforms connect people and businesses to
insurance in ways that are innovative, hyper-relevant, compelling
and personal. Over 200 insurance companies worldwide in P&C,
L&A and Group Benefits are transforming their businesses by
modernizing, optimizing or creating new business models with
Majesco. Our market-leading solutions include CloudInsurer® P&C
Core Suite (Policy, Billing, Claims); CloudInsurer® LifePlus
Solutions (AdminPlus, AdvicePlus, IllustratePlus,
DistributionPlus); CloudInsurer® L&A and Group Core Suite
(Policy, Billing, Claims); Digital1st® Insurance with Digital1st®
Engagement, Digital1st® EcoExchange and Digital1st® Platform – a
cloud-native, microservices and open API platform; Distribution
Management, Data and Analytics and an Enterprise Data Warehouse.
For more details on Majesco, please visit www.majesco.com.
About Thoma Bravo
Thoma Bravo is a leading private equity firm focused on the
software and technology-enabled services sectors. With a series of
funds representing more than $45 billion in capital commitments,
Thoma Bravo partners with a Company’s management team to implement
operating best practices, invest in growth initiatives and make
accretive acquisitions intended to accelerate revenue and earnings,
with the goal of increasing the value of the business. The firm has
offices in San Francisco and Chicago. For more information, visit
www.thomabravo.com.
Cautionary Language Concerning Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act. These forward-looking statements
are made on the basis of the current beliefs, expectations and
assumptions of management, are not guarantees of performance and
are subject to significant risks and uncertainty. These
forward-looking statements should, therefore, be considered in
light of various important factors, including those set forth in
Majesco’s reports that it files from time to time with the
Securities and Exchange Commission and which you should review,
including those statements under “Item 1A – Risk Factors” in
Majesco’s Annual Report on Form 10-K, as amended by its Quarterly
Reports on Form 10-Q.
Important factors that could cause actual results to differ
materially from those described in forward-looking statements
contained in this press release include, but are not limited to:
the incurrence of unexpected costs, liabilities or delays relating
to the merger; the failure to satisfy the conditions to the merger,
including regulatory approvals; and the failure to obtain the
requisite approval by the shareholders of Majesco Limited.
These forward-looking statements should not be relied upon as
predictions of future events and Majesco cannot assure you that the
events or circumstances discussed or reflected in these statements
will be achieved or will occur. If such forward-looking statements
prove to be inaccurate, the inaccuracy may be material. You should
not regard these statements as a representation or warranty by
Majesco or any other person that we will achieve our objectives and
plans in any specified timeframe, or at all. You are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date of this presentation. Majesco disclaims
any obligation to publicly update or release any revisions to these
forward-looking statements, whether as a result of new information,
future events or otherwise, after the date of this press release or
to reflect the occurrence of unanticipated events, except as
required by law.
Important Additional Information:
In connection with the proposed merger, Majesco will file a
consent solicitation statement and other relevant documents
concerning the proposed merger with the SEC. The consent
solicitation statement and other materials filed with the SEC will
contain important information regarding the merger, including,
among other things, the recommendation of Majesco's board of
directors with respect to the merger. SHAREHOLDERS ARE URGED TO
READ THE CONSENT SOLICITATION STATEMENT AND OTHER CONSENT MATERIALS
THAT MAJESCO FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND
RELATED MATTERS. You will be able to obtain the consent
solicitation statement, as well as other filings containing
information about Majesco, free of charge, at the website
maintained by the SEC at www.sec.gov. Copies of the consent
solicitation statement and other filings made by Majesco with the
SEC can also be obtained, free of charge, by directing a request to
Majesco, 412 Mount Kemble Ave., Suite 110C, Morristown, NJ 07960,
Attention: Corporate Secretary.
Participants in the Solicitation:
Majesco and its executive officers and directors may be deemed,
under SEC rules, to be participants in the solicitation of consents
from Majesco’s shareholders with respect to the proposed merger.
Information regarding the executive officers and directors of
Majesco and their respective ownership of Majesco common stock is
included in the Proxy Statement for Majesco’s 2020 Annual Meeting
of Stockholders (the “2020 Proxy Statement”), filed with the SEC on
July 29, 2020. To the extent that holdings of Majesco’s securities
have changed since the amounts printed in the 2020 Proxy Statement,
such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. More detailed
information regarding the identity of the potential participants,
and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the consent solicitation statement
and other materials to be filed with SEC in connection with the
proposed merger.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200808005014/en/
Media: Laura Tillotson Director, Marketing Communications
and Creative Services + 201 230 0752
Laura.Tillotson@majesco.com
Grafico Azioni Majesco (NASDAQ:MJCO)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Majesco (NASDAQ:MJCO)
Storico
Da Nov 2023 a Nov 2024
