Guidehouse, a portfolio company of Veritas Capital, has agreed to acquire Navigant Consulting Inc, a professional services firm. The transaction is valued at about $1.1 billion. Jefferies LLC acted as financial adviser to Navigant while Sidley Austin LLP provided legal counsel. And, Schulte Roth & Zabel LLP served as legal counsel to Guidehouse and Veritas Capital.
Guidehouse, a portfolio company of Veritas Capital (“Veritas”) and leading provider of management consulting services to government clients, today announced it entered into a definitive agreement to acquire Navigant Consulting, Inc. (NYSE: NCI) (“Navigant”), in a transaction valued at approximately $1.1 billion.
Under the terms of the agreement, Navigant shareholders will receive $28 in cash per share. The per share purchase price represents a premium of 16% percent over the company’s closing stock price on August 1, 2019, the last trading day prior to today’s announcement, and 26% percent over the company’s 90-day volume-weighted average share price. The closing of this transaction, subject to regulatory approvals and customary closing conditions, is expected to occur in the fourth quarter of this year.
Upon closing, the newly combined entity will bring together each organization’s strong expertise in highly regulated industries across both the commercial and government sectors, with a focus on supporting client needs in the industries of Healthcare, Financial Services, Energy, National Security, and Aerospace & Defense. Following the close of the transaction, the combined company will be led by Scott McIntyre, Chief Executive Officer of Guidehouse, and practice team leaders from both companies.
“The acquisition of Navigant is the next step in our journey to create the next generation global consultancy,” said Scott McIntyre, Chief Executive Officer of Guidehouse. “Navigant is an exceptionally strong management consulting and managed services firm with some of the best minds in Healthcare, Energy and Financial Services addressing the most complex commercial challenges their clients face. With complementary strengths in our focus areas, we will be strongly positioned to continue delivering innovative solutions to tackle some of the toughest challenges facing government and commercial clients, while building resilience into important missions and services. Bringing together best-in-class portfolios, highly-talented teams, and digital-first business models – we look forward to the merger and the journey to come.”
Julie Howard, Chairman and Chief Executive Officer of Navigant said, “Following a review of strategic alternatives, including soliciting offers from a diverse group of potential strategic and financial partners, Navigant’s Board unanimously agreed that a sale to Guidehouse is in the best interest of Navigant shareholders, delivering immediate and certain value at an attractive premium. The combination of Navigant and Guidehouse will create a powerful, global consulting organization characterized by deep industry expertise and leading technical know-how. Our companies are aligned with similar cultures and strong core values. Through the integration of our two firms, our employees will enjoy expanded growth opportunities, and our combined clients will access a wider array of expertise, tools, and technologies to help them achieve their goals.”
“Guidehouse and Navigant are both leaders in their markets today, and this combination creates a new, highly differentiated platform with capabilities and expertise in both commercial and public sector consulting. We look forward to the next chapter of growth as the new organization goes out to market as one entity with combined expertise and scale,” said Ramzi Musallam, CEO and Managing Partner of Veritas Capital.
Jefferies LLC acted as exclusive financial advisor to Navigant. Sidley Austin LLP served as legal counsel to Navigant.
Schulte Roth & Zabel LLP served as legal counsel to Guidehouse and Veritas Capital.
About Veritas Capital
Veritas Capital is a leading private equity firm that invests in companies that provide critical products and services, primarily technology and technology-enabled solutions, to government and commercial customers worldwide, including those operating in the aerospace & defense, healthcare, software, national security, communications, energy, government services and education industries. Veritas seeks to create value by strategically transforming the companies in which it invests through organic and inorganic means. For more information on Veritas Capital and its current and past investments, visit www.veritascapital.com.
With 2,000 professionals in over 20 locations, Guidehouse is a leading provider of strategic advisory services to customers such as the Department of Defense, Homeland Security, Veterans Affairs, Health and Human Services, and the Department of State, as well as numerous state and local governments and multilateral agencies. Guidehouse is led by professionals with deep commercial and public sector expertise and helps clients solve their toughest challenges. For more information, please visit: www.guidehouse.com.
Navigant Consulting, Inc. (NYSE: NCI) is a specialized, global professional services firm that helps clients take control of their future. Navigant’s professionals apply deep industry knowledge, substantive technical expertise, and an enterprising approach to help clients build, manage, and/or protect their business interests. With a focus on markets and clients facing transformational change and significant regulatory or legal pressures, the firm primarily serves clients in the healthcare, energy, and financial services industries. Across a range of advisory, consulting, outsourcing, and technology/analytics services, Navigant’s practitioners bring sharp insight that pinpoints opportunities and delivers powerful results. More information about Navigant can be found at navigant.com.