EAGAN, Minn. and LONDON, Nov. 6,
2018 /PRNewswire/ -- 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 maximizes 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 maximizing 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 capitalize
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.
About ConvergeOne
Founded in 1993, ConvergeOne is a leading global IT services
provider of collaboration and technology solutions for large and
medium enterprises with decades of experience assisting customers
to transform their digital infrastructure and realize a return on
investment. Over 10,400 enterprise and mid-market customers trust
ConvergeOne with collaboration, enterprise networking, data center,
cloud and security solutions to achieve business outcomes. Our
investments in cloud infrastructure and managed services provide
transformational opportunities for customers to achieve financial
and operational benefits with leading technologies. ConvergeOne has
partnerships with more than 300 global industry leaders, including
Avaya, Cisco, IBM, Genesys and Microsoft to customize specific
business outcomes. We deliver solutions with a full lifecycle
approach including strategy, design and implementation with
professional, managed and support services. ConvergeOne holds more
than 6,000 technical certifications across hundreds of engineers
throughout North America including
three Customer Success Centers. More information is available at
www.convergeone.com.
About Clearlake
Clearlake Capital Group, L.P. is a leading private investment
firm founded in 2006. With a sector-focused approach, the firm
seeks to partner with world-class management teams by providing
patient, long-term capital to dynamic businesses that can benefit
from Clearlake's operational improvement approach,
O.P.S.® The firm's core target sectors are
software and technology-enabled services; industrials and energy;
and consumer. Clearlake has managed over $8
billion of institutional capital since inception and its
senior investment principals have led or co-led over 100
investments. More information is available at
www.clearlake.com.
About CVC
CVC Capital Partners is a leading private equity and investment
advisory firm. Founded in 1981, CVC today has a network of 24
offices and approximately 450 employees throughout Europe, Asia
and the US. To date, CVC has secured commitments of over
US$110 billion from some of the
world's leading institutional investors across its private equity
and credit strategies. In total, CVC currently manages over
US$70 billion of assets. Today, funds
managed or advised by CVC are invested in 71 companies worldwide,
employing c.295,000 people in numerous countries. Together, these
companies have combined annual sales of approximately US$100 billion. For further information about
CVC, please visit www.cvc.com.
Forward Looking Statements
This press release includes "forward-looking statements"
regarding ConvergeOne, its financial condition and its results of
operations that reflect ConvergeOne's current views and information
currently available. This information is, where applicable, based
on estimates, assumptions and analysis that ConvergeOne believes,
as of the date hereof, provide a reasonable basis for the
information contained herein. Forward-looking statements can
generally be identified by the use of forward-looking words such as
"may", "will", "would", "could", "expect", "intend", "plan", "aim",
"estimate", "target", "anticipate", "believe", "continue",
"objectives", "outlook", "guidance" or other similar words, and
include statements regarding ConvergeOne's plans, strategies,
objectives, targets and expected financial performance. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors, many of which are outside the
control ConvergeOne and their respective officers, employees,
agents or associates. These risks, uncertainties, assumptions and
other important factors include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement and the
proposed business combination contemplated thereby; (2) the
inability to complete the transaction contemplated by the Merger
Agreement due to other conditions to closing in the Merger
Agreement; (3) the risk that the proposed transaction disrupts
current plans and operations of ConvergeOne as a result of the
announcement and consummation of the transaction described herein;
(4) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; (5) costs related to the proposed business combination;
(6) changes in applicable laws or regulations; (7) the possibility
that ConvergeOne may be adversely affected by other economic,
business, and/or competitive factors; and (8) ConvergeOne's ability
to identify and integrate acquisitions.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those vary
from forward-looking statements are based. There can be no
assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue
reliance on forward-looking statements as a predictor of future
performance as projected financial information, cost savings,
synergies and other information are based on estimates and
assumptions that are inherently subject to various significant
risks, uncertainties and other factors, many of which are beyond
our control. All information herein speaks only as of (1) the date
hereof, in the case of information about ConvergeOne, or (2) the
date of such information, in the case of information from persons
other than ConvergeOne. Except as may be required by applicable
law, ConvergeOne undertakes no duty to update or revise the
information contained herein. Forecasts and estimates regarding
ConvergeOne's industry and end markets are based on sources we
believe to be reliable, however there can be no assurance these
forecasts and estimates will prove accurate in whole or in
part.
Additional Information and Where to Find It
The tender offer described in this communication (the "Offer")
has not yet commenced, and this communication is neither an offer
to purchase nor a solicitation of an offer to sell any shares of
the common stock of the Company or any other securities. On
the commencement date of the Offer, a tender offer statement on
Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, will be filed with
the SEC by PVKG Merger Sub, Inc., an affiliate of CVC,
and a Solicitation/Recommendation Statement on Schedule 14D-9 will
be filed with the SEC by the Company. The offer to
purchase shares of the Company common stock will only be made
pursuant to the offer to purchase, the letter of transmittal and
related documents filed as a part of the Schedule
TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE
TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION
STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO
TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of these statements (when available) and other
documents filed with the SEC at the website maintained by
the SEC at www.sec.gov or by directing such
requests to the Information Agent for the Offer, which will be
named in the tender offer statement.
Media Contacts:
Converge One Holdings, Inc.
Scott Clark
Vice President, Marketing, ConvergeOne
651.393.3957
sclark@convergeone.com
CVC
Tom Faust
Stanton Public Relations & Marketing
646-502-3513
cvc@stantonprm.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/convergeone-agrees-to-be-acquired-by-cvc-fund-vii-for-1-8-billion-300744679.html
SOURCE ConvergeOne Holdings, Inc.