What: Global open ad management Sizmek Inc. has closed an agreement with technology-focused private equity firm Vector Capital , under which an affiliate of Vector will acquire all of the outstanding shares of Sizmek common stock.
Why it matters: Under the terms of the agreement, Vector will commence a tender offer to purchase any and all of the outstanding shares of Sizmek common stock for US$3.90 per share in cash.
Sizmek Inc., a global open ad management company that delivers omnichannel campaigns, announced that it has entered into a definitive agreement with affiliates of Vector Capital (“Vector Capital” or “Vector”), a technology-focused private equity firm, under which an affiliate of Vector will acquire all of the outstanding shares of Sizmek common stock for US$3.90 per share in an all-cash tender offer (the “Vector Agreement”).
Vector Capital, founded in 1997, is a San Francisco-based private equity firm that partners with management teams to transform and grow technology businesses. Over its history, Vector has invested $1.6 billion in more than 40 technology companies, including in the advertising technology space.
“We believe this transaction provides Sizmek with the resources and flexibility to execute upon our long term strategy of becoming the leading independent, global ad management platform,” said Neil Nguyen, President and Chief Executive Officer of Sizmek. “We are excited to partner with Vector and believe this transaction benefits our customers, employees, partners and shareholders.”
Under the terms of the Vector Agreement, Vector will commence a tender offer to purchase any and all of the outstanding shares of Sizmek common stock for $3.90 per share in cash. The purchase price represents a 65% premium to Sizmek’s 30-day volume weighted average trading price of $2.36 on August 2, 2016. Upon completion of the transaction, Sizmek will become a privately-held company.
The transaction, which is expected to close by the fourth quarter of 2016, is conditioned upon, among other things, satisfaction of a minimum tender condition, regulatory approvals and other customary closing conditions. There are no financing conditions associated with the proposed agreement.
J.P. Morgan is serving as financial advisor to Sizmek. Latham & Watkins LLP is acting as Sizmek’s legal advisor. Kirkland & Ellis LLP is acting as Vector’s legal advisor.
“We are enthusiastic to partner with the management team and the talented group of employees at Sizmek,” said Alex Beregovsky, Managing Director at Vector Capital. “We plan to invest in the Company’s growth, to further strengthen its industry-leading open ad management platform, to launch adjacent product offerings as well as to support Sizmek with capital for acquisitions.”