Under the terms of the agreement, affiliates of the Investor Group will acquire all outstanding BMC common stock for $46.25 per share in cash, or approximately $6.9 billion, representing an attractive premium to the Company's unaffected stock price. The agreement was approved by unanimous vote of those directors present.
Elliott Management, which owns 9.6 percent of the BMC common stock, has agreed to vote its shares in favor of the transaction.
There is no financing condition associated with the proposed acquisition. Credit Suisse, RBC Capital Markets and Barclays have agreed to provide debt financing in connection with the transaction.
The transaction, which is expected to close later this year, is subject to approval from BMC shareholders, regulatory approvals and other customary closing conditions.
Under the terms of the agreement, for a period of 30 calendar days, BMC may solicit alternative proposals from third parties. BMC does not anticipate that it will disclose any developments with regard to this process unless and until the BMC board of directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.
Morgan Stanley & Co. LLC and BofA Merrill Lynch are serving as financial advisors, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to BMC. Qatalyst Partners, Credit Suisse, RBC Capital Markets and Barclays are serving as financial advisors to the Investor Group. Kirkland & Ellis LLP is serving as legal counsel and PwC LLP is serving as accounting advisor to the Investor Group. Sidley Austin LLP is serving as legal advisor to GIC. Willkie Farr & Gallager LLP is the legal advisor for Insight Venture Partners.
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