Vista to buy Xactly for about $564 mln

Vista Equity Partners has agreed to acquire Xactly for about $564 million. According to terms of the deal, Xactly stockholders will receive $15.65 per share. J.P. Morgan Securities LLC is serving as financial adviser to Xactly. Based in San Jose, California, Xactly is a provider of cloud-based incentive solutions.

PRESS RELEASE

SAN JOSE, Calif.–(BUSINESS WIRE)–Xactly (NYSE: XTLY), a leading provider of cloud-based incentive solutions, today announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners (“Vista”), a leading private equity firm focused on investments in software, data and technology-enabled businesses.

Under the terms of the agreement, affiliates of Vista will acquire all outstanding shares of Xactly common stock for a total value of approximately $564 million. Xactly stockholders will receive $15.65 in cash per share, representing an approximately 17% premium to the closing price as of May 26, 2017 and an approximately 31% premium compared to the 3-month volume weighted average price of Xactly’s common stock.

“This announcement represents a very positive event for our stockholders and enables Xactly to build upon its successful 12-year history,” said Christopher W. Cabrera, founder and CEO of Xactly Corporation. “We are confident that Vista is the ideal partner to accelerate our growth initiatives and enable Xactly to focus on innovation and customer success while forging a new era of incentive compensation management.”

“Xactly’s market leadership in cloud incentive compensation solutions makes it an ideal addition to the Vista family of companies,” said Brian Sheth, Co-Founder and President of Vista Equity Partners. “We are looking forward to bringing Vista’s resources and expertise to help drive Xactly’s next phase of innovation and growth.”

Xactly’s headquarters will remain in San Jose. The closing of the transaction is subject to customary closing conditions, including the approval of Xactly’s stockholders and antitrust approval in the United States. The transaction is expected to close in the third quarter of the 2017 calendar year.

In a separate press release issued today, Xactly announced preliminary financial results for the first quarter of 2018. Xactly will report its fiscal 2018 first quarter in its Quarterly Report on Form 10-Q. Xactly will not hold a conference call to discuss earnings due to the announced sale of the company.

J.P. Morgan Securities LLC is acting as exclusive financial advisor and Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, is serving as legal advisor to Xactly. Vista’s legal advisor is Kirkland & Ellis LLP.

About Xactly
Headquartered in San Jose, California, Xactly (NYSE: XTLY), is a leading provider of enterprise-class, cloud-based, incentive compensation solutions for employee and sales performance management. Named a leader in Gartner’s Magic Quadrant for Sales Performance Management software, Xactly addresses a critical business need to incentivize employees and align their behaviors with company goals. Our products allow organizations to make more strategic decisions, increase employee performance, improve margins, and mitigate risk.

Our core values are key to our success, and each day we’re committed to upholding them by delivering the best we can to our customers. To learn more about Xactly and the latest issues and trends in SPM software, follow us on Twitter, Facebook, and subscribe to the Xactly blog.

About Vista Equity Partners
Vista Equity Partners, a U.S.-based investment firm with offices in Austin, San Francisco, Chicago, and Oakland with more than $30 billion in cumulative capital commitments, currently invests in software, data and technology-enabled 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.