Francisco Partners has acquired a majority of the share capital and voting rights of Emailvision SA (NYSE Euronext: ELEMV), a provider of email marketing software. The deal was valued at approximately €46 million.
EMV Holdco SAS, an acquisition vehicle controlled by funds affiliated with Francisco Partners, acquired on July 30, 2010 a majority of the share capital and of the voting rights in Emailvision S.A. (“Emailvision”), a leading global provider of email marketing software, listed on the Alternext Paris market of NYSE Euronext (ALEMV). EMV Holdco SAS has acquired 11,681,788 Emailvision shares representing 58.9% of the share capital and 58.6% of the voting rights of the company for a cash price of €3.95 per share from several shareholders including CEO Nick Heys, General Manager Guy Porré, Sofinnova Partners, and Seventure Partners1.
The purchase price of €3.95 per share represents a premium of 35% in relation to the listed trading price on July 29, 2010, 42% to the weighted average share price over the last 40 trading days and 63% to the weighted average share price over the last 250 trading days. This price equates to an equity value for the entire issued ordinary share capital of Emailvision on a fully diluted basis of approximately €83 million.
Nick Heys, founder & CEO of Emailvision, remarked on the transaction, “We firmly believe that this transaction delivers value to our shareholders that would have taken years to achieve as a listed company. In addition, the financial backing of Francisco Partners provides Emailvision with the means to further accelerate international expansion and product innovation.”
Pursuant to a shareholders’ agreement dated July 30, 2010, EMV Holdco SAS is acting in concert with funds represented by Conversion Capital Partners Ltd (which holds 11.7% of the share capital of Emailvision) and Sophrosyne Capital LLC (which holds 5.2% of the share capital of Emailvision). EMV Holdco SAS and the above mentioned funds now hold in concert a total of 15,045,855 Emailvision shares representing 75.9% of the share capital and 75.5% of the voting rights2.
In addition, Nick Heys, 3Green (Nick Heys’ personal holding entity of which he holds the entire share capital) and Guy Porré have irrevocably agreed to transfer to EMV Holdco the remainder of their shareholdings in Emailvision, i.e. 2,075,293 shares representing 10.5% of its share capital and 10.4% of its voting rights, at the majority stake price of €3.95 per Emailvision share.
Such transfers shall take the form of contributions in kind of Emailvision shares (1,424,080 shares by 3Green and 360,488 shares by Guy Porré) in exchange for EMV Holdco shares and a cash sale by 3 Green of 290,725 Emailvision shares to EMV Holdco. Nick Heys and Guy Porré will remain in their current management roles and will become directors of EMV Holdco (Nick Heys will also be appointed President of EMV Holdco) upon completion of the above mentioned contribution.
EMV Holdco SAS, acting in concert with the parties identified above, will submit by early September to the Autorité des marchés financiers (AMF) a garantie de cours (standing market offer) at €3.95 per share as required by applicable regulations, it being specified that on the offer date the aforesaid concert group will control shares of Emailvision representing 86.4% of the share capital and 85.9% of the voting rights.
A draft offering document (projet de note d’information) prepared by EMV Holdco and providing detailed information on the standing market offer will be filed with the AMF and made available to the public. In addition, a draft response document (projet de note en réponse) prepared by Emailvision and in which its board of directors will render an opinion on the merits of the standing market offer initiated by EMV Holdco SAS for Emailvision, its employees and its shareholders will also be filed with the AMF and made available to the public. This draft response note will include an independent expert report from Ricol Lasteyrie on the financial terms and conditions of the offer.
As a consequence of the change of control, 4 board members of Emailvision have resigned and 2 new board members have been coopted. The board of Emailvision now includes, in addition to Nick Heys and Guy Porré, Deep Shah and Neil Garfinkel, both coopted upon proposal by EMV Holdco SAS.
Deep Shah, a Partner at Francisco Partners remarked on the transaction, “Francisco Partners is excited to partner with Emailvision to support its development. We believe that the company has a world class software service for email marketing and a highly talented team.”
Pacific Crest Securities served as financial advisor and Jones Day and Aramis as legal advisors to Emailvision and its managers respectively. Oddo Corporate Finance served as financial advisor and Franklin served as legal advisor to Francisco Partners.
About Francisco Partners
With nearly $5.0 billion of committed capital and offices in San Francisco and London, Francisco Partners is one of the world’s largest technology-focused private equity funds. The firm was founded to pursue structured investments in technology companies undergoing strategic, technological, and operational inflection points. Francisco Partners targets majority and minority investments in private companies, public companies, and divisions of public companies, with transaction values ranging from $30 million to $2.0 billion. The principals of Francisco Partners have a proven track record, having invested approximately $4 billion of equity capital in over 50 technology companies. For additional information, visit www.franciscopartners.com.
Emailvision is the international market and technology leader in software as a service (SaaS) for email marketing. The company provides a pioneering internet software service for companies to manage, deliver and automate their e-mail marketing programs. Emailvision services clients worldwide with a network of offices in the United States, the UK, France, Germany, Switzerland, Belgium, the Netherlands, Spain, Sweden, Finland and Italy.