U.S. private equity firm Vista Equity Partners has wrapped up its acquisition of DH Corp (TSX: DH), a Toronto-based provider of technology solutions to financial institutions. The deal, announced in March, was valued at $4.8 billion (US$3.6 billion). DH shareholders approved the offer of $25.20 in cash per share at a special meeting last month. It is expected that the company’s common shares will be delisted from the Toronto Stock Exchange on June 15th. Vista earlier said it plans to combine DH with Misys, a London-based financial software provider. Misys has been a Vista portfolio investment since 2012.
D+H and Vista Equity Partners Announce Completion of Plan of Arrangement
TORONTO and AUSTIN, June 13, 2017 /CNW/ – DH Corporation (TSX: DH) (“D+H” or the “Company”), a leading provider of technology solutions to financial institutions globally, and Vista Equity Partners (“Vista”), announced today the completion of the previously announced plan of arrangement (the “Arrangement”), whereby an affiliate of Vista has acquired all of the outstanding common shares of D+H for $25.50 in cash per share. The Arrangement, which was announced on March 13, 2017, was approved by the Company’s shareholders at a special meeting held on May 16, 2017.
It is expected that the common shares will be delisted from the Toronto Stock Exchange on June 15, 2017.
Shareholders who have questions or require assistance in submitting their securities to the Arrangement may direct their questions to CST Trust Company, who is acting as depositary under the Arrangement, toll free at 1-800-387-0825 or within Canada at 416-682-3860 or by email at [email protected] Further information regarding the Arrangement is available in the management information circular of the Company dated April 6, 2017, which is available under D+H’s profile on SEDAR at www.sedar.com.
In addition, pursuant to notices of redemption sent today under the indentures governing the debentures, as amended pursuant to the first supplemental indentures, the 6% convertible debentures (the “6% Debentures”) will be redeemed on June 21, 2017 for cash at a redemption price equal to $1,041.89 per $1,000 aggregate principal amount (which includes a make-whole premium, a 1% premium and accrued but unpaid interest up to, but excluding, the redemption date) and the 5% convertible debentures (the “5% Debentures”) will be redeemed on June 21, 2017 for cash at a redemption price equal to $1,033.61 per $1,000 aggregate principal amount (which includes a 1% premium and accrued but unpaid interest up to, but excluding, the redemption date). The amendments to the trust indentures were approved by holders of the 6% Debentures and 5% Debentures at meetings held on May 16, 2017.
It is expected that the 6% Debentures and the 5% Debentures will be delisted from the Toronto Stock Exchange on June 21, 2017 concurrently with their redemption.
Further information regarding these matters is available in the management information circular of the Company dated April 10, 2017, which is available under D+H’s profile on SEDAR at www.sedar.com.
D+H (TSX: DH) is a leading financial technology provider that the world’s financial institutions rely on every day to help them grow and succeed. Our global payments, lending and financial solutions are trusted by nearly 8,000 banks, specialty lenders, community banks, credit unions, governments and corporations. Headquartered in Toronto, Canada, D+H has more than 5,500 employees worldwide who are passionate about partnering with clients to create forward-thinking solutions that fit their needs. With annual revenues in excess of $1.6 billion CAD, D+H is recognized as one of the world’s top FinTech companies on IDC Financial Insights FinTech Rankings and American Banker’s FinTech Forward rankings. For more information, visit dh.com.
About Vista Equity Partners
Vista Equity Partners, a U.S.-based investment firm with offices in Austin, San Francisco, Oakland, and Chicago with more than $30 billion in cumulative capital commitments, currently invests in software, data and technology-based organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support towards companies realizing their full potential. Vista’s investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions, and proven management techniques that yield flexibility and opportunity in private equity investing. For more information, please visit www.vistaequitypartners.com.
For further information: Anthony Gerstein, Head of Investor Relations, DH Corporation, 212-331-3937, [email protected] or [email protected]; Alan Fleischmann, Media Contact for Vista Equity Partners, 202-776-7776, [email protected]
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