Vista Equity Partners (“Vista”) acquired all of the outstanding shares of Toronto-based DH Corp.(TSX: DH) (“D+H”), a leading provider of technology solutions to financial institutions globally, by way of a plan of arrangement for $25.50 per share in cash, for a total enterprise value of approximately $4.8 billion, including the assumption of D+H’s debt.
The acquisition was consummated following overwhelming approval by D+H’s public shareholders and the receipt of regulatory approvals in Canada, the United States, Austria and South Africa.
The transaction involved approximately US$5.7 billion of new debt financing to back the acquisition and refinance existing D+H and Misys debt. All of D+H’s publicly-traded convertible debentures were redeemed in connection with the acquisition.
Vista combined D+H with its portfolio company, United Kingdom-based, Misys, a leading global software provider for retail and corporate banking, lending, treasury and capital markets, investment management and enterprise risk, creating a diversified global financial software provider operating under the new company name Finastra. Finastra is now the third-largest financial services technology company in the world, with approximately 10,000 employees and over 9,000 customers across 130 countries, including 48 of the top 50 banks globally. Finastra will provide the broadest portfolio of financial services software in the world today—spanning retail banking, transaction banking, lending, and treasury and capital markets.
Vista was represented by Goodmans LLP with a team led by Shevaun McGrath that included Michelle Vigod and Vanessa Hui (corporate/M&A), Alan Bowman and Kabir Jamal (tax), Lisa Mantello (finance), Michael Koch (Investment Canada), Richard Annan (competition), Amalia Berg (IP), Monique McAlister (pensions & benefits), Joe Conforti (employment) and Tom Friedland and Peter Kolla (litigation); and in the United States by Kirkland & Ellis LLP with a team that included Stuart Casillas, Joshua Zachariah, Daniel Wolf, Gavin Gordon, Carl Bradshaw, Chris Harding, Adi Herman, Austin Pollet and Giles Clifford (corporate/M&A), Sonali Jindal (debt financing), and Joshua Korff and David Curtiss (capital markets).
D+H was represented by Stikeman Elliott LLP with a team that included Martin Langlois, Mike Devereux, Steven Bennett and Julia Dmitrijeva (M&A), Justin Parappally and Kelly Niebergall (banking), Paul Collins and Michael Kilby (regulatory), Eliot Kolers and Patrick Corney (litigation), Lorna Cuthbert and Kathleen Chevalier (employment), Natasha vandenHoven (benefits), and Dean Kraus and Lindsay Gwyer (tax); and in the United States by Cravath, Swaine & Moore LLP with a team led by David Perkins and Erik Tavzel that included Daniel Cerqueira and Christopher Washington (corporate/M&A), Stephen Kessing (banking), Leonard Teti II (tax), Sarah Colangelo (executive compensation & benefits) and Margaret Segall D’Amico (antitrust).