EngageSmart, Inc., a leading provider of vertically scaled customer engagement software and integrated payment solutions, announced that it has entered into a definitive agreement to be acquired by a an affiliate of Vista Equity Partners (“Vista”). , a leading global investment firm focused exclusively on software, data and enterprise technology companies, in an all-cash transaction valued at approximately $4.0 billion.
Under the terms of the agreement, EngageSmart shareholders will receive $23.00 in cash per share 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 and a premium of approximately 30% to the volume weighted average price ( VWAP) of EngageSmart’s common stock for the 30 days ending October 4, 2023. 1 Upon completion of the transaction, Vista affiliates will own approximately 65% and its affiliates will General Atlantic, one of the world’s largest investors, will own approximately 35% of the outstanding equity.
A special committee of the EngageSmart Board of Directors consisting of independent directors (the “Special Committee”), advised by independent financial and legal advisors, has been established to proceed conducted a careful and thoughtful process to evaluate this proposal and other potential value creation opportunities for EngageSmart.
“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.
Negotiations on the transaction were conducted by the Special Committee and upon the Committee’s unanimous recommendation, EngageSmart’s Board of Directors unanimously approved the merger agreement with Vista and agreed to recommends that EngageSmart shareholders vote to approve the merger agreement.
EngageSmart has entered into support agreements with affiliates of General Atlantic and Summit Partners, owners of 52% and 14% of the company’s fully diluted shares, respectively, under which they agree vote all of its shares in favor of the transaction, subject to certain conditions.
The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions and receipt of customary regulatory approvals, as well as affirmative votes of the holders of a majority of the shares. The Company’s outstanding common stock is held by shareholders other than shareholders General Atlantic Affiliates and certain officers of the Company. Vista intends to finance the transaction with fully committed equity capital regardless of financing condition. Upon completion of the transaction, EngageSmart will become a private company and EngageSmart common stock will no longer be listed on any public exchange.
The final agreement includes a 30-day “in-store” period expiring at 11:59 p.m. ET on November 22, 2023, allowing the special committee and its financial advisors solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposition and the Company does not intend to disclose developments related to the “go-shop” process unless and until the Company determines that such disclosure as is appropriate or otherwise required.
Third Quarter 2023 Earnings
EngageSmart’s third quarter 2023 earnings will be issued on November 2, 2023. In light of the proposed announced transaction, EngageSmart will not host an earnings conference call.
Evercore is acting as financial advisor to the Special Committee, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to the Special Committee.
Goldman Sachs & Co. LLC is acting as exclusive financial advisor to EngageSmart.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to General Atlantic.
Kirkland & Ellis LLP is acting as legal counsel to Vista Equity Partners.