EngageSmart – a leading provider of vertically tailored customer engagement software and integrated payments solutions – recently announced that it has entered into a definitive agreement to be acquired by an affiliate of Vista Equity Partners, a leading global investment firm focused exclusively on enterprise software, data and technology-enabled businesses, in an all-cash transaction valued at about $4 billion.
Under the terms of the agreement, EngageSmart stockholders will receive $23 per share in cash upon completion of the proposed transaction. The purchase price represents a premium of approximately 23% to the unaffected closing price of EngageSmart’s common stock on October 4, 2023, a premium of roughly 30% over the volume-weighted average price (VWAP) of EngageSmart’s common stock for the 30 days ending October 4, 2023. Upon the completion of the deal, affiliates of Vista will hold approximately 65% and affiliates of General Atlantic, a leading global investor, will hold about 35% of the outstanding equity.
A special committee of EngageSmart’s Board of Directors comprised of independent directors (advised by independent legal and financial advisors) was formed to conduct a deliberate and thoughtful process to evaluate this proposal and other potential value-creation opportunities for EngageSmart.
The Special Committee led the transaction negotiations, and following its unanimous recommendation, the EngageSmart Board of Directors unanimously approved the merger agreement with Vista and agreed to recommend that EngageSmart stockholders vote to adopt the merger agreement.
EngageSmart entered into support agreements with affiliates of General Atlantic and Summit Partners, owners of 52% and 14% of the company’s fully diluted stock, respectively, under which they have agreed to vote all of their shares in favor of the transaction, subject to certain terms.
The deal is expected to close in the first quarter of 2024, subject to customary closing conditions and receipt of customary regulatory approvals, as well as the affirmative vote of the holders of a majority of the outstanding shares of the company’s common stock held by stockholders other than affiliates of General Atlantic and certain officers of the company. Vista intends to finance the deal with fully committed equity financing that is not subject to a financing condition. Upon the completion of the deal, EngageSmart will become a privately held company and EngageSmart common stock will no longer be listed on any public market.
The definitive agreement includes a 30-day “go-shop” period that will expire at 11:59 PM ET on November 22, 2023, which permits the Special Committee and its financial advisors to solicit and consider alternative acquisition proposals.
“We have built an amazing business by putting our customers at the center of everything we do. We continue to see attractive growth and customer retention in our vertically tailored SaaS solutions—a testament to the strength of our business model and our leading products. We believe the partnership with Vista and General Atlantic will enable us to continue investing in innovation and people to drive growth. We look forward to continuing to serve our customers and support our employees who are relentless in their pursuit of customer satisfaction.”
— Bob Bennett, EngageSmart CEO
“EngageSmart is a demonstrated leader in delivering mission-critical solutions for modern businesses and simplifying customer and client engagement for over a hundred thousand organizations. We look forward to working with EngageSmart as they continue to innovate, scale and empower organizations to better serve their customers.”
— Michael Fosnaugh, Co-Head of Vista’s Flagship Fund and Senior Managing Director
“We have long admired EngageSmart’s vertical domain expertise in SaaS and its high-quality solutions across the SMB and Enterprise segments—proven by an established track record of growth and profitability. We are eager to build on EngageSmart’s momentum and look forward to working closely with the talented leadership team to provide even more powerful, innovative and seamless solutions for customers.”
— Jeff Wilson, Managing Director at Vista
“We are grateful to Bob and the entire EngageSmart team for their ongoing collaboration and trust. Since we first partnered together in 2019, EngageSmart has established itself as an industry leader by digitizing critical business processes and payments in the industry verticals they serve. We believe this transaction is compelling for stockholders, and we look forward to continued partnership with the EngageSmart team alongside Vista to build on the company’s success to date.”
— Paul Stamas, Managing Director and Global Head of General Atlantic’s Financial Services sector