Acresso Taking Intraware Private

Acresso, a portfolio company of Thoma Bravo, has agreed to acquire Intraware Inc. (Nasdaq: ITRA), a provider of digital delivery and management services. The total deal is valued at approximately $27 million, or $4 per share (29% premium to last Friday’s closing price). Savvian managed the process for Intraware.

 

PRESS RELEASE

Intraware®, Inc. (NASDAQ:ITRA), a provider of digital delivery and management services, and Acresso, a privately-held company of Thoma Bravo, today announced that they have entered into a definitive agreement under which Intraware will be acquired in a transaction valued at approximately $27 million, or $4.00 per share of common stock. This represents a premium of approximately 29 percent over the closing price of Intraware’s common stock on October 17, 2008.

 

There will be a conference call to discuss the transaction today at 5:00 p.m. EDT / 2:00 p.m. PDT. The live discussion can be accessed by dialing 877-718-5098 or 719-325-4756 for international callers, and dialing the passcode 4188309. A webcast of the conference call will also be available on the investor relations tab of Intraware’s website at www.intraware.com. For those investors and analysts who are unable to listen to the live call, a replay of the webcast will be available for 90 days on each company’s website.

 

Under the terms of the agreement, Intraware common stockholders will receive $4.00 in cash in exchange for each share of stock. The board of directors of Intraware has approved the agreement and has recommended to Intraware’s stockholders that they vote in favor of the transaction.

 

Peter Jackson, Intraware’s Chairman, Chief Executive Officer and President, said, “Today’s announcement is a positive step for Intraware and its stockholders. Our board of directors and management team believe that combining forces with Acresso and Thoma Bravo presents an attractive opportunity for all stakeholders involved. The resulting company will have an even more significant presence in strategic data management.”

 

“Along with its technology, Intraware has deep expertise in SaaS application management, and an impressive list of partners and customers, including a number of shared customers,” said Mark Bishof, President and CEO of Acresso Software. “Combining these with Acresso’s financial and market strengths will greatly benefit Acresso’s customers and Intraware’s customers.”

 

The transaction is expected to close in December 2008 or January 2009, subject to customary conditions, including approval by Intraware stockholders. The completion of the transaction is not subject to any financing contingency. Upon closing, Intraware will no longer be publicly traded and the new company will be privately held by Acresso, an affiliate of Thoma Bravo.

 

Advisors

 

Savvian, Inc. acted as financial advisor to the board of directors of Intraware and provided a fairness opinion to it in connection with the transaction. Wilson Sonsini Goodrich & Rosati acted as legal advisor to Intraware in connection with the transaction. Kirkland & Ellis LLP acted as legal advisor to Accreso and Thoma Bravo.

 

About Intraware

 

The Intraware SubscribeNet® service is a Web-based delivery and support platform that enables technology companies to deliver, track and manage the software, licenses and other digital content they distribute to their customers. Intraware is headquartered in Orinda, California

 

About Acresso Software

 

Acresso Software provides solutions that power the business of software for multiple customer segments, including hardware and software producers, engineers and developers, helping them uncover revenue opportunities, streamline their infrastructure and reduce costs. The company’s proven solutions, including the FLEXnet and InstallShield product lines, have been simplifying the business relationship between software and hardware producers and their enterprise and government customers for more than 20 years. Acresso maximizes the value of the software the world develops and uses. For more information, please go to: www.acresso.com.

 

About Thoma Bravo, LLC

 

Thoma Bravo is a leading private equity investment firm that has been providing equity and strategic support to experienced management teams building growing companies for more than 27 years. The firm originated the concept of industry consolidation investing, which seeks to create value through the strategic use of acquisitions to accelerate business growth. Through a series of private equity funds, Thoma Bravo currently manages approximately $2.5 billion of equity capital. In the software industry, Thoma Bravo has completed 34 acquisitions across 12 platform companies with total annual earnings in excess of $500 million. For more information on Thoma Bravo, visit www.thomabravo.com.