SAN ANTONIO, July 20, 2020 /PRNewswire/ -- GlobalSCAPE,
Inc. (NYSE American: GSB), and HelpSystems, LLC today jointly
announced they have signed a definitive merger agreement under
which HelpSystems will acquire all outstanding shares of
GlobalSCAPE for $9.50 per share in
cash. The combined company would focus on providing the most
comprehensive collection of trusted security and automation
solutions to customers worldwide.
GlobalSCAPE is a leader in the secure managed file transfer
software industry. With powerful cloud-based and on-premise
solutions, the company helps organizations secure movement,
automation, and integration of data both in and out of the cloud.
The merger would augment HelpSystems' data security business that
includes data loss prevention and data classification software.
"GlobalSCAPE's offerings are a great fit with HelpSystems' suite
of security products," said Robert
Alpert, CEO of GlobalSCAPE. "Our strength lies in moving
mission-critical files both in and out of the cloud, coupled with
our commitment to customer service and in helping organizations
meet their cybersecurity and compliance needs. Joining HelpSystems
solidifies and strengthens this promise."
"GlobalSCAPE's MFT solution and expertise further strengthen
HelpSystems' growing cybersecurity business," said Kate Bolseth, CEO of HelpSystems. "Combining
this with our data loss protection and data classification
technology provides depth to our triple-threat defense against
customer cybersecurity risks."
Alpert commented, "Our success is rooted in our people; the men
and women of GlobalSCAPE are passionately dedicated to client
success. The product and individual awards earned over
GlobalSCAPE's 23-year history testify to our spirit of service. I
am proud of our accomplishments, including our ability to return
substantial capital to shareholders, with special dividends of
$0.50 per share in May of 2019 and
$3.35 per share in December of 2019,
in addition to the $9.50 per share
that holders will receive in the transaction with HelpSystems."
Under the terms of the agreement between GlobalSCAPE and
HelpSystems, HelpSystems has agreed to acquire all of the
outstanding shares of GlobalSCAPE for $9.50 per share, which represents a 16% premium
to the closing price for GlobalSCAPE stock on July 17, 2020. The transaction is structured
as a tender offer followed by a merger, valued at approximately
$217 million, including debt to be
refinanced. The transaction will be funded with cash on hand and
new debt. Jefferies Finance LLC and credit funds affiliated with
Charlesbank Capital Partners LLC have provided a commitment to
HelpSystems to provide the necessary debt financing.
The agreement has been unanimously approved by the Boards of
Directors of both companies. Senior GlobalSCAPE management
and current and former GlobalSCAPE directors and their affiliates,
who collectively hold approximately 33 % of the outstanding
shares, have agreed to tender their shares in the transaction. The
transaction is subject to GlobalSCAPE's stockholders tendering a
majority of GlobalSCAPE's outstanding shares prior to the
expiration of the tender offer, certain regulatory approvals and
other customary conditions, and is expected to close in the third
quarter of 2020.
GlobalSCAPE (acting through its financial advisor) will solicit
alternative transaction proposals from third parties ("Go-Shop
Parties") for a period ending August 24,
2020, subject to customary conditions specified in the
merger agreement. If the GlobalSCAPE board determines that an
alternative transaction proposal is superior to the merger with
HelpSystems, GlobalSCAPE may terminate the merger agreement and
accept the superior proposal. In such an event, GlobalSCAPE must
pay HelpSystems a customary termination fee that varies in amount
depending on whether or not the superior proposal is from a Go-Shop
Party. In addition, the merger agreement provides HelpSystems
a customary right to match a superior proposal.
Stephens Inc. is serving as the exclusive financial advisor to
GlobalSCAPE regarding the transaction, including the go-shop
process. B. Riley FBR delivered a fairness opinion to the board of
directors of GlobalSCAPE. Olshan Frome Wolosky LLP is serving as
legal advisor to GlobalSCAPE. Goodwin Procter LLP is serving as
legal advisor to HelpSystems.
About GlobalSCAPE
GlobalSCAPE is a pioneer in securing
and automating the movement and integration of data seamlessly in,
around and outside organizations, between people and places, in and
out of the cloud. Founded in 1996, GlobalSCAPE's data exchange and
integration software and cloud services are trusted by thousands of
customers worldwide, including global enterprises, governments as
well as small and medium enterprises. Headquartered in San Antonio, Texas, GlobalSCAPE has
consistently been named a top workplace by Computerworld, the San
Antonio Business Journal, Texas Monthly and the San Antonio
Express-News, among others.
About HelpSystems
HelpSystems is a software company
focused on helping exceptional organizations Build a Better IT™.
Our cybersecurity and automation solutions simplify
critical IT processes to give our customers peace of mind. We know
IT transformation is a journey, not a destination. Let's move
forward. Learn more at www.helpsystems.com.
Important Information
In connection with the proposed
acquisition, a subsidiary of HelpSystems will commence a tender
offer for the outstanding shares of GlobalSCAPE. The tender offer
has not yet commenced. This communication is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares of GlobalSCAPE, nor is it a
substitute for the tender offer materials that HelpSystems and its
acquisition subsidiary will file with the Securities and Exchange
Commission ("SEC") upon commencement of the tender offer. At the
time the tender offer is commenced, HelpSystems and its acquisition
subsidiary will file tender offer materials on Schedule TO with the
SEC, and GlobalSCAPE will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender
offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND
CONSIDERED BY GlobalSCAPE'S STOCKHOLDERS BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer
statement and the solicitation/recommendation statement will be
made available to GlobalSCAPE's stockholders free of charge. A free
copy of the tender offer statement and the
solicitation/recommendation statement will also be made available
to all stockholders of GlobalSCAPE by contacting GlobalSCAPE by
phone at 210-308-8267. In addition, the tender offer statement and
the solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC's
website: www.sec.gov, upon filing with the SEC. GlobalSCAPE'S
STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE
14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE
TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Safe Harbor Statement
This release contains
forward-looking statements. Many of these forward-looking
statements can be identified by the use of words such as "intend,"
"believe," "expect," "anticipate," "should," "planned,"
"projected," "estimated," and "potential," among others. These
statements are made based upon current expectations that are
subject to risk and uncertainty. Because actual results may differ
materially from those contained in the forward-looking statements,
you should not place undue reliance on the forward-looking
statements when deciding whether to buy, sell or hold GlobalSCAPE's
securities. Factors that could cause results to differ materially
include, but are not limited to: the ability to timely satisfy the
conditions to the closing of the tender offer; market demand for
new and existing products; increased marketplace competition;
disruption to manufacturing operations or supply chain; failure to
successfully execute and integrate acquisitions, divestitures and
joint ventures; changes in governmental laws and regulations,
including taxes; political, economic, and/or financial market
conditions; risks and uncertainties related to international
operations; disruptions, failures or security breaches of
information technology infrastructure; the ability to hire, engage
and retain a talented global workforce; and the ability to realize
expected cost savings and operating efficiencies associated with
strategic initiatives or restructuring programs. All information in
this press release is as of July 20,
2020. Neither HelpSystems nor GlobalSCAPE undertakes any
duty to update any forward-looking statement to conform the
statement to actual results or changes in expectations.
Media Contacts:
Mark Hood
Chief Operating Officer
GlobalSCAPE
mhood@globalscape.com
Mike Devine
Vice President, Marketing
HelpSystems
mike.devine@helpsystems.com
Stephens Contact:
Kurt Hoofnagle
Managing Director
Stephens Inc.
kurt.hoofnagle@stephens.com
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SOURCE GlobalSCAPE, Inc.