Apptio, Inc. (NASDAQ:†APTI), the business management system of record for hybrid IT, has announced that it has entered into a definitive agreement to be acquired by an affiliate of Vista Equity Partners (“Vista”), a leading investment firm focused on software, data, and technology-enabled businesses.
Under the terms of the agreement, Vista will acquire all outstanding shares of Apptio common stock for a total value of approximately†$1.94 billion. Apptio shareholders will receive†$38.00†in cash per share, representing a 53% premium to the unaffected closing price as of†November 9, 2018.
“Since founding, our focus has been on building the next great cloud software platform by dedicating ourselves to helping companies of all sizes and industries manage, plan, and optimize technology investments across their hybrid IT environments,” said†Sunny Gupta, Co-Founder and CEO of Apptio. “As we look to the next chapter of Apptio, we are thrilled to provide immediate liquidity to our shareholders at a significant premium to market prices and we remain deeply committed to our mission, product innovation, geographical expansion, and the work of the TBM Council. Vista’s investment and deep expertise in growing world-class SaaS businesses and the flexibility we will have as a private company will help us accelerate our growth while helping us maintain our commitment to creating wildly successful customers.”
“Today, with companies across sectors increasingly depending on technology to stay competitive, IT is becoming a critical component for every business on the planet, and Apptio has created the leading platform to help customers manage this new paradigm,” said†Brian Sheth, co-founder and president of Vista. “We’re thrilled to partner with Sunny and the entire Apptio team on the next chapter in the company’s growth.”
Apptio’s Board of Directors unanimously approved the deal and recommended that stockholders vote their shares in favor of the transaction. Apptio’s headquarters will remain in†Bellevue, with regional offices across the US, EMEA, and APAC. Closing of the deal is subject to customary closing conditions, including the approval of Apptio shareholders and antitrust approval in†the United States. The transaction is expected to close in Q1 2019 and is not subject to a financing condition.†
The merger agreement includes a 30-day “go-shop” period, which permits Apptio’s Board and advisors to actively initiate, solicit, encourage, and potentially enter negotiations with parties that make alternative acquisition proposals.† Apptio will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this 30-day “go-shop” will result in a superior proposal, and Apptio does not intend to disclose developments with respect to the solicitation process unless and until the Board makes a determination requiring further disclosure.
Qatalyst Partners is serving as the exclusive financial advisor to Apptio and†Wilson Sonsini Goodrich†& Rosati is serving as legal advisor to Apptio. Vista’s legal advisor is Kirkland & Ellis LLP.