ConvergeOne Holdings, Inc. (Nasdaq: CVON, "ConvergeOne" or the "Company"), a leading global IT and managed services provider of collaboration and technology solutions, today announced that it has entered into a definitive agreement to be acquired by affiliates of CVC Fund VII ("CVC") in an all-cash transaction valued at approximately $1.8 billion. Subject to customary closing conditions and regulatory approvals, ConvergeOne expects the transaction to close in the fourth quarter of 2018 or the first quarter of 2019. ConvergeOne will maintain its corporate headquarters in Eagan, MN and continue to be led by its current executive team.
Pursuant to the terms of the merger agreement, affiliates of CVC will commence a tender offer for all of the outstanding shares of the Company in an all-cash transaction valued at $12.50 per share of common stock of the Company, representing a 35% premium to the thirty-day VWAP prior to October 25, 2018 and representing over a 56% premium to the closing price on ConvergeOne's debut date on the Nasdaq on February 23, 2018. ConvergeOne's Board of Directors unanimously approved the agreement and believes the transaction maximises shareholder value. Following the execution of the merger agreement, affiliates of Clearlake Capital Group, L.P. (collectively, "Clearlake"), the majority shareholder and private equity sponsor of ConvergeOne along with the directors and officers of the Company, together holding approximately 68 percent of the outstanding shares of common stock of the Company, have agreed to tender their shares in the offer pursuant to a tender and support agreement.
John A. McKenna Jr., Chairman and Chief Executive Officer of ConvergeOne commented, "Today's announcement is a tremendous accomplishment for ConvergeOne and highlights the continued success of the Company. We are extremely proud of the ConvergeOne team, and we truly appreciate our phenomenal partnership with Clearlake and our other shareholders that has resulted in significant value creation. Our team is thrilled to partner with CVC to execute on the compelling growth opportunities in the rapidly evolving collaboration and technology services market."
Behdad Eghbali, Managing Partner and Co-Founder of Clearlake, added, "The success we have achieved working alongside ConvergeOne's team since our initial investment in June 2014 is a perfect example of our operational approach, O.P.S.®, in action, as well as our buy-and-build strategy. Together with management, we transformed the Company into a world-class managed services franchise, achieving approximately 400% EBITDA growth through the period of our ownership since 2014, completing a public listing, and ultimately maximising shareholder value through this transaction. We are proud to have partnered with John and his team and look forward to watching the Company's continued growth in the future."
Chris Colpitts, Senior Managing Director of CVC, said, "We are very impressed by the momentum of ConvergeOne and share their excitement for the Company's growth potential. ConvergeOne has a significant opportunity to capitalise on the cloud adoption and digital transformation tailwinds of its enterprise customers. Using our industry expertise and global network, we look forward to supporting ConvergeOne's continued growth, both organically and through its proven M&A program."
Raymond James & Associates and William Blair acted as financial advisors to ConvergeOne in connection with the transaction. Raymond James & Associates, William Blair, and Jefferies LLC provided fairness opinions to ConvergeOne's Board of Directors. Cooley LLP served as legal counsel to ConvergeOne. Deutsche Bank and UBS Investment Bank acted as financial advisors to CVC, and White & Case LLP served as CVC's legal counsel in connection with the transaction.