DH Corporation, formerly Davis + Henderson Corporation, has agreed to be acquired by Vista Equity Partners for $25.50 per share in cash including the assumption of all debt obligations including the issued convertible debentures, for a total enterprise value of approximately $4.8 billion.
The transaction price represents a premium of approximately 36% over D+H’s closing share price on December 5, 2016, the last trading day before media reports surfaced suggesting DH was exploring strategic alternatives.
Upon closing of the transaction, D+H will be combined Vista’s portfolio companies, UK-based, Misys, a global software provider for retail and corporate banking, lending, treasury and capital markets, investment management and enterprise risk. The combination will create a diversified FinTech market leader, with a global footprint and one of the broadest set of financial software solutions available to the market with approximately $2.96 billion (approximately US$2.2 billion) in revenues, approximately 10,000 employees, and 9,000+ customers across 130 countries, including 48 of the top 50 Banks.
Credit Suisse and RBC Capital Markets are serving as financial advisors and provided fairness opinions to D+H, and Stikeman Elliott LLP and Cravath, Swaine & Moore LLP are serving as legal advisors. Morgan Stanley, along with Barclays and Citi, are serving as financial advisors to Vista Equity Partners. Kirkland & Ellis LLP and Goodmans LLP are serving as legal advisors to Vista Equity Partners. Evercore is serving as financial advisor to Misys.
Vista Equity Partners Fund IV took Misys plc private in June 2012 in a deal value at £1.27 billion and subsequently combined Misys with Turaz, the former trade and risk management business of Thomson Reuters acquired by Vista Equity Partners Fund IV in January 2012.
Vista Equity has since completed two add-on acquisitions including Custom Credit Systems and IND Group.