QAD Shareholders to Receive $87.50 Per Share in
Cash
QAD Inc. (Nasdaq: QADA) (Nasdaq: QADB), a leading provider of
next-generation manufacturing and supply chain solutions in the
cloud, today announced that it has entered into a definitive
agreement to be acquired by Thoma Bravo, a leading private equity
investment firm focused on the software and technology-enabled
services sector, in an all-cash transaction with an equity value of
approximately $2 billion. Under the terms of the agreement, QAD
shareholders will receive $87.50 per share of Class A Common Stock
or Class B Common Stock in cash.
Upon completion of the transaction, QAD will become a private
company with the flexibility to continue investing in the
development and deployment of Enterprise Resource Planning (ERP)
software and related enterprise software for manufacturing
companies around the world. Anton Chilton will continue to lead QAD
as CEO, and the Company will maintain its headquarters in Santa
Barbara, California.
“Today’s announcement, which is the culmination of a
comprehensive process, represents a compelling opportunity to build
on QAD’s impressive legacy and strong momentum while maximizing
value for shareholders,” said Mr. Chilton. “Thoma Bravo has a deep
appreciation for the world-class team, reputation and portfolio we
have built at QAD, and with their strong support we are excited to
take our business to the next level. As a private company owned by
Thoma Bravo, we will have enhanced flexibility, focus and resources
to invest in – and capitalize on – our expanding growth
opportunities, and help our customers thrive in an increasingly
dynamic manufacturing environment.”
“Over the past four decades, we’ve grown QAD from a locally
sourced, one-person start-up to a leading, trusted global provider
of ERP solutions. Today we are beginning our next chapter of
growth,” said QAD Founder and President Pamela Lopker. “Since QAD’s
founding in 1979, our customers, our technology and the
manufacturing industry have evolved significantly – and, at every
step, QAD has adapted swiftly to maintain and build our leadership
position. Global manufacturers are facing ever-increasing
challenges, and we are pleased that our customers around the world
can continue to rely on QAD’s next generation solutions to keep
pace with emerging business disruptors. Through this partnership,
we will be even better positioned to build on our strong foundation
and enhance our value proposition.”
“For more than a decade, we have admired QAD’s unparalleled
history of delivering innovative solutions focused on the needs of
global manufacturers,” said Scott Crabill, a Managing Partner at
Thoma Bravo. “As the pace of change continues to accelerate and
supply chains become more complex, we are committed to supporting
QAD in delivering its vision and ensuring the Company is well
equipped to further expand its reach and portfolio. We look forward
to partnering with Anton and his team to cement the Company’s
positioning as the intelligent, agile, and innovative partner of
choice for Adaptive Manufacturing Enterprises.”
Peter Stefanski, a Principal at Thoma Bravo, added, “Thoma Bravo
has a strong track record of helping enterprise software businesses
evolve their platforms to meet the needs of clients and we are
excited about QAD’s future given its exceptional foundation and
history. We will plan to leverage our deep expertise in software to
support the Company’s talented team to further the journey to SaaS
and to drive sustainable long-term growth both organically and
through M&A.”
Approvals and Timing
The QAD Board of Directors formed a Special Committee composed
entirely of independent directors to conduct a robust process and
negotiate the transaction with the assistance of independent
financial and legal advisors. Following the Special Committee’s
unanimous recommendation, members of the QAD Board other than Ms.
Lopker, who recused herself, unanimously approved the merger
agreement with Thoma Bravo, and recommend that QAD shareholders
adopt and approve the merger agreement and the transaction.
The transaction is expected to close in the fourth quarter of
2021, subject to the satisfaction of customary closing conditions,
including the approval of owners of the majority of QAD shares not
held by Ms. Lopker, her affiliates and other directors and officers
of the Company. Following closing of the transaction, Ms. Lopker
intends to retain a significant ownership interest in the Company
and will continue to serve on the QAD Board.
Advisors
Morgan Stanley & Co. LLC is serving as financial advisor to
QAD’s Special Committee, and Paul, Weiss, Rifkind, Wharton &
Garrison LLP is serving as the Special Committee’s legal counsel.
Moelis & Company LLC is serving as financial advisor and Paul
Hastings LLP is serving as legal counsel to Ms. Lopker.
Barclays is serving as financial advisor and Kirkland &
Ellis LLP is serving as legal counsel to Thoma Bravo.
About QAD – Enabling the Adaptive Manufacturing
Enterprise
QAD Inc. is a leading provider of next generation manufacturing
and supply chain solutions in the cloud. Global manufacturers face
ever-increasing disruption caused by technology-driven innovation
and changing consumer preferences. In order to survive and thrive,
manufacturers must be able to innovate and change business models
at unprecedented rates of speed. QAD calls these companies Adaptive
Manufacturing Enterprises. QAD solutions help customers in the
automotive, life sciences, consumer products, food and beverage,
high tech and industrial manufacturing industries rapidly adapt to
change and innovate for competitive advantage.
Founded in 1979 and headquartered in Santa Barbara, California,
QAD has 30 offices globally. Over 2,000 manufacturing companies
have deployed QAD solutions including enterprise resource planning
(ERP), demand and supply chain planning (DSCP), global trade and
transportation execution (GTTE) and quality management system (QMS)
to become an Adaptive Manufacturing Enterprise. To learn more,
visit www.qad.com or call +1 805-566-6100. Find us on Twitter,
LinkedIn, Facebook, Instagram and Pinterest.
“QAD” is a registered trademark of QAD Inc. All other products
or company names herein may be trademarks of their respective
owners.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the
world, with more than $78 billion in assets under management as of
March 31, 2021. The firm invests in growth-oriented, innovative
companies operating in the software and technology sectors.
Leveraging the firm's deep sector expertise and proven strategic
and operational capabilities, Thoma Bravo collaborates with its
portfolio companies to implement operating best practices, drive
growth initiatives and make accretive acquisitions intended to
accelerate revenue and earnings. Over the past 20 years, the firm
has acquired more than 300 companies representing over $85 billion
in enterprise value. The firm has offices in Chicago, Miami and San
Francisco. For more information, visit thomabravo.com.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.”
Forward-looking statements are often identified by the use of words
such as “anticipates,” “believes,” “estimates,” “expects,” “may,”
“could,” “should,” “forecast,” “goal,” “intends,” “objective,”
“plans,” “projects,” “strategy,” “target” and “will” and similar
words and terms or variations of such. These statements represent
current intentions, expectations, beliefs or projections, and no
assurance can be given that the results described in such
statements will be achieved. Forward-looking statements include,
among other things, statements about the potential benefits of the
proposed transaction; the prospective performance and outlook of
the Company’s business, performance and opportunities; the ability
of the parties to complete the proposed transaction and the
expected timing of completion of the proposed transaction; as well
as any assumptions underlying any of the foregoing. Such statements
are subject to numerous assumptions, risks, uncertainties and other
factors that could cause actual results to differ materially from
those described in such statements, many of which are outside of
the Company’s control. Important factors that could cause actual
results to differ materially from those described in
forward-looking statements include, but are not limited to, (i)
uncertainties as to the timing of the proposed transaction; (ii)
the risk that the proposed transaction may not be completed in a
timely manner or at all; (iii) the possibility that competing
offers or acquisition proposals for the Company will be made; (iv)
the possibility that any or all of the various conditions to the
consummation of the proposed transaction may not be satisfied or
waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such approvals);
(v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement,
including in circumstances that would require the Company to pay a
termination fee or other expenses; (vi) the effect of the pendency
of the proposed transaction on the Company’s ability to retain and
hire key personnel, its ability to maintain relationships with its
customers, suppliers and others with whom it does business, its
business generally or its stock price; (vii) risks related to
diverting management’s attention from the Company’s ongoing
business operations; (viii) various risks related to health
epidemics, pandemics and similar outbreaks, such as the COVID-19
pandemic, which may have material adverse effects on the Company’s
business, financial position, results of operations and/or cash
flows; (ix) adverse economic, market or geo-political conditions
that may disrupt the Company’s business and cloud service
offerings, including defects and disruptions in the Company’s
services, ability to properly manage cloud service offerings,
reliance on third-party hosting and other service providers, and
exposure to liability and loss from security breaches; (x)
uncertainties as to demand for the Company’s products, including
cloud service, licenses, services and maintenance; (xi) the
possibility of pressure to make concessions on pricing and changes
in the Company’s pricing models; (xii) risks related to the
protection of the Company’s intellectual property; (xiii) changes
in the Company’s dependence on third-party suppliers and other
third-party relationships, including sales, services and marketing
channels; (xiv) changes in the Company’s revenue, earnings,
operating expenses and margins; (xv) the reliability of the
Company’s financial forecasts and estimates of the costs and
benefits of transactions; (xvi) the Company’s ability to leverage
changes in technology; (xvii) risks related to defects in the
Company’s software products and services; (xviii) changes in
third-party opinions about the Company; (xix) changes in
competition in the Company’s industry; (xx) delays in sales; (xxi)
timely and effective integration of newly acquired businesses;
(xxii) changes in economic conditions in the Company’s vertical
markets and worldwide; (xxiii) fluctuations in exchange rates; and
(xxiv) other factors as set forth from time to time in the
Company’s filings with the SEC, including its Annual Report on Form
10-K for the fiscal year ended January 31, 2021, as may be updated
or supplemented by any subsequent Quarterly Reports on Form 10-Q or
other filings with the SEC. Readers are cautioned not to place
undue reliance on such statements which speak only as of the date
they are made. The Company does not undertake any obligation to
update or release any revisions to any forward-looking statement or
to report any events or circumstances after the date of this
communication or to reflect the occurrence of unanticipated events
except as required by law.
Important Information For Investors And Stockholders
This communication is being made in respect of the proposed
transaction involving QAD Inc. (the “Company”) and Thoma Bravo,
L.P. In connection with the proposed transaction, the Company
intends to file the relevant materials with the Securities and
Exchange Commission (the “SEC”), including a proxy statement on
Schedule 14A. Promptly after filing its definitive proxy statement
with the SEC, the Company will mail the definitive proxy statement
and a proxy card to each stockholder of the Company entitled to
vote at the special meeting relating to the proposed transaction.
This communication is not a substitute for the proxy statement or
any other document that the Company may file with the SEC or send
to its stockholders in connection with the proposed transaction.
The materials to be filed by the Company will be made available to
the Company’s investors and stockholders at no expense to them and
copies may be obtained free of charge on the Company’s website at
https://ir.qad.com/financial-information/sec-filings. In addition,
all of those materials will be available at no charge on the SEC’s
website at www.sec.gov. Investors and stockholders of the Company
are urged to read the proxy statement and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed transaction
because they contain important information about the Company and
the proposed transaction.
The Company and its directors, executive officers, other members
of its management and employees may be deemed to be participants in
the solicitation of proxies of the Company stockholders in
connection with the proposed transaction under SEC rules. Investors
and stockholders may obtain more detailed information regarding the
names, affiliations and interests of the Company’s executive
officers and directors in the solicitation by reading the Company’s
proxy statement for its 2021 annual meeting of stockholders, the
Annual Report on Form 10-K for the fiscal year ended January 31,
2021, and the proxy statement and other relevant materials that
will be filed with the SEC in connection with the proposed
transaction when they become available. Information concerning the
interests of the Company’s participants in the solicitation, which
may, in some cases, be different than those of the Company’s
stockholders generally, will be set forth in the proxy statement
relating to the proposed transaction when it becomes available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210628005335/en/
QAD Inc.:
Scott Matulis Public Relations 818-451-8918
publicrelations@qad.com
or
Evan Quinn Analyst Relations 617-869-7335
industryanalyst@qad.com
or
Jed Repko / Andrew Siegel / Katie Villany Joele Frank, Wilkinson
Brimmer Katcher 212-355-4449
Thoma Bravo Contacts:
Megan Frank 212-731-4778 mfrank@thomabravo.com
or
Andrew Johnson Finsbury Glover Hering 914-497-5138
andrew.johnson@fgh.com
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