GTCR to Acquire Vocus (VOCS) in $446.5M Deal

April 7, 2014 8:01 AM EDT
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Vocus, Inc. (Nasdaq: VOCS) announced it has entered into a definitive merger agreement to be acquired by GTCR Valor Merger Sub, Inc., an affiliate of GTCR LLC ("GTCR"), in an all-cash transaction valued at approximately $446.5 million.

Upon the terms and subject to the conditions of the agreement, GTCR Valor Merger Sub, Inc. will commence a tender offer to acquire all of the outstanding shares of Vocus's common stock for $18.00 per share, net to the holder of such share of Vocus common stock, in cash, without interest and subject to any applicable tax withholding. The offer price per share for common stock represents a premium of 48% over Vocus's closing share price on April 4, 2014, the last trading day prior to announcement, and a premium of approximately 79% over the twelve-month volume weighted average share price for the period ended April 4, 2014. As part of the transaction, GTCR Valor Merger Sub, Inc. will also acquire all outstanding shares of Vocus's Series A Convertible Preferred Stock for its stated value of $77.3 million. The Vocus board of directors approved the transactions with the unanimous vote of those voting, with one director abstaining, and recommends the Company's stockholders tender their shares in the offer.

"For our shareholders, this agreement provides an opportunity to realize cash value for their shares at a significant premium to historical share prices," said Rick Rudman, CEO of Vocus. "For our employees and customers, we believe that joining forces with GTCR creates a significant opportunity to utilize each other's strengths and move even faster toward our vision of creating innovative software and making our customers successful."

"We are very pleased to announce this transaction and partner with Vocus to help maximize its growth potential," said Mark Anderson, a GTCR Managing Director. "Vocus has a demonstrated history of building innovative software and helping customers achieve success. We look forward to the opportunity to work with Vocus to enhance its industry leadership."

Concurrently with entering into the merger agreement, GTCR Valor Companies, Inc. and GTCR Valor Merger Sub, Inc. entered into separate tender and support agreements with Okumus Fund Management Ltd., Mr. Rudman and Stephen Vintz, the Company's Executive Vice President, Chief Financial Officer and Treasurer, pursuant to which they have each agreed, subject to the terms and conditions thereof, to tender their respective shares of Vocus's common stock in the offer, which together represent 27.7% of the currently outstanding shares of Vocus's common stock. Also concurrently with entering into the merger agreement, GTCR Valor Companies, Inc. and GTCR Valor Merger Sub, Inc. entered into a separate stock purchase, non-tender and support agreement with JMI Equity Fund VI, L.P. ("JMI"), pursuant to which GTCR Valor Merger Sub, Inc. agreed to purchase, following its acceptance of shares tendered in the offer, and subject to the terms and conditions thereof, all of JMI's shares of Vocus's Series A Convertible Preferred Stock, representing all of the Company's outstanding shares of Series A Convertible Preferred Stock.

Any shares not tendered in the offer will be acquired in a second-step merger at the same cash price as paid in the offer. Closing of the transaction is conditioned upon, among other things, satisfaction of a minimum tender condition, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of funding under financing agreements and other customary closing conditions. Once the transaction is complete, Vocus will become a private company. Vocus currently expects the transaction to close before the end of the second quarter of 2014.

Stifel is serving as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Vocus.

Vocus plans to release Q1 results for 2014 on or before April 30, 2014. Due to the pending transaction, Vocus does not intend to host an investor call to discuss earnings.

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