GTCR Acquires Vocus, Inc.
May 30 2014 - 4:57PM
Business Wire
Deal Expands Firm’s Position in Attractive
PR Software Category
GTCR, a leading private equity firm, and Vocus, Inc. (“Vocus”)
(NASDAQ: VOCS), a leading provider of cloud-based public relations
and marketing software, jointly announced today the successful
completion of the acquisition of Vocus by an affiliate of GTCR.
Vocus provides cloud-based public relations and marketing
software that enables companies to acquire and retain customers. By
automating and integrating essential elements of PR functions, the
company’s solutions help organizations manage communications with
reporters and the public as well as identify and analyze relevant
news stories. More than 16,000 annual subscription customers across
a wide variety of industries use Vocus software.
“We are very pleased to announce the successful completion of
this transaction in partnering with Vocus to help maximize its
growth potential,” said Mark Anderson, a GTCR Managing Director.
“Vocus has a demonstrated history of developing innovative software
that helps its customers to be more productive.”
The tender offer by GTCR’s affiliate, GTCR Valor Merger Sub,
Inc. (“Merger Sub”), for all outstanding shares of Vocus’s common
stock expired at 9:30 a.m., New York City time, on May 30, 2014.
American Stock Transfer & Trust Company, LLC, the depositary
for the tender offer, advised that, as of the expiration time,
18,820,894 shares of Vocus common stock (excluding shares of common
stock tendered through guaranteed delivery procedures that had not
yet been delivered in settlement or satisfaction of such guarantee)
were validly tendered and not properly withdrawn in the offer. All
shares validly tendered and not properly withdrawn were accepted
for purchase and (except for shares tendered through guaranteed
delivery procedures that had not yet been delivered in settlement
or satisfaction of such guarantee) were paid for by Merger Sub.
Immediately following its acceptance of shares tendered in the
offer, Merger Sub acquired, pursuant to an agreement with JMI
Equity Fund VI, L.P. (“JMI”), all of the outstanding shares of
Vocus’s Series A Convertible Preferred Stock for its stated value
of $77.3 million.
Merger Sub also exercised the “top-up” option granted under the
previously announced merger agreement, pursuant to which Vocus
issued shares to Merger Sub at the offer price of $18.00 per share
in an amount sufficient to enable Merger Sub to effect a short-form
merger.
As a result of the purchase of shares in the offer, the purchase
of the Series A Convertible Preferred Stock and the purchase of
shares pursuant to the “top-up” option, Merger Sub had sufficient
ownership to approve its contemplated merger with Vocus without the
affirmative vote of any stockholder of Vocus. Accordingly,
affiliates of GTCR effected a short-form merger in which Merger Sub
merged with and into Vocus, with Vocus surviving the merger and
continuing as a wholly owned subsidiary of GTCR Valor Companies,
Inc. Each Vocus share not previously purchased in the offer was
converted in the merger into the right to receive, subject to
appraisal rights, the same $18.00 per share price, net to the
seller in cash, without interest and subject to any applicable tax
withholding, that was paid in the offer. May 30, 2014 is the last
day Vocus shares trade on the NASDAQ Global Select Market.
Deutsche Bank Securities Inc. is serving as financial advisor
and Latham & Watkins LLP is serving as legal counsel to GTCR.
Stifel is serving as financial advisor and Skadden, Arps, Slate,
Meagher & Flom LLP is serving as legal counsel to Vocus.
About GTCR
Founded in 1980, GTCR is a leading private equity firm focused
on investing in growth companies in the Financial Services &
Technology, Healthcare and Information Services & Technology
industries. The Chicago-based firm pioneered The Leaders Strategy™
– finding and partnering with management leaders in core domains to
identify, acquire and build market-leading companies through
transformational acquisitions and organic growth. Since its
inception, GTCR has invested more than $10 billion in over 200
companies. For more information, please visit www.gtcr.com.
About Vocus
Vocus provides leading cloud-based public relations and
marketing software that enables companies to acquire and retain
customers. The company offers products and services to help clients
attract and engage prospects, nurture and convert customers, and
measure and improve marketing effectiveness. More than 16,000
annual subscription customers across a wide variety of industries
use Vocus software. The company is headquartered in Beltsville, MD
with offices in North America, Europe and Asia. For more
information, visit www.vocus.com or call (800) 345-5572.
Forward Looking Statements
Certain statements made herein with respect to the tender offer
and related transactions, including, for example, the potential
benefits of the merger, are “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
reflect the current analysis of existing information and are
subject to various risks and uncertainties. As a result, caution
must be exercised in relying on forward-looking statements. Due to
known and unknown risks, our actual results may differ materially
from our expectations or projections.
for GTCREileen Rochford312-953-3305
(c)eileenr@theharbingergroup.com
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