Smartsheet to be Acquired by Blackstone and Vista Equity Partners for $8.4 Billion
Smartsheet (NYSE:SMAR), the enterprise platform for modern work management, has announced a definitive agreement to be acquired by funds managed by Blackstone and Vista Equity Partners in an all-cash transaction valued at approximately $8.4 billion. Shareholders will receive $56.50 per share, representing a 41% premium to the 90-day volume-weighted average closing price.
The deal includes a 45-day 'go-shop' period ending November 8, 2024, allowing Smartsheet to solicit alternative acquisition proposals. The transaction is expected to close in Q4 of Smartsheet's fiscal year ending January 31, 2025, subject to shareholder approval and regulatory clearances. Upon completion, Smartsheet will become a privately held company but continue operating under its current name and brand.
Smartsheet (NYSE:SMAR), la piattaforma aziendale per la gestione moderna del lavoro, ha annunciato un accordo definitivo per essere acquisita da fondi gestiti da Blackstone e Vista Equity Partners in una transazione completamente in contante del valore di circa $8,4 miliardi. Gli azionisti riceveranno $56,50 per azione, il che rappresenta un premium del 41% rispetto al prezzo medio di chiusura ponderato per volume negli ultimi 90 giorni.
L'accordo prevede un periodo di 'go-shop' di 45 giorni che termina l'8 novembre 2024, consentendo a Smartsheet di richiedere proposte alternative di acquisizione. Si prevede che la transazione si chiuda nel quarto trimestre dell'anno fiscale di Smartsheet che termina il 31 gennaio 2025, soggetta all'approvazione degli azionisti e alle autorizzazioni di regolamentazione. Una volta completata, Smartsheet diventerà una società privata, ma continuerà ad operare con il suo attuale nome e marchio.
Smartsheet (NYSE:SMAR), la plataforma empresarial para la gestión moderna del trabajo, ha anunciado un acuerdo definitivo para ser adquirida por fondos gestionados por Blackstone y Vista Equity Partners en una transacción completamente en efectivo valorada en aproximadamente $8.4 mil millones. Los accionistas recibirán $56.50 por acción, lo que representa una prima del 41% sobre el precio medio de cierre ponderado por volumen de los últimos 90 días.
El acuerdo incluye un período de 'go-shop' de 45 días que finalizará el 8 de noviembre de 2024, permitiendo a Smartsheet solicitar propuestas alternativas de adquisición. Se espera que la transacción se cierre en el cuarto trimestre del año fiscal de Smartsheet que termina el 31 de enero de 2025, sujeta a la aprobación de los accionistas y a las autorizaciones regulatorias. Una vez completada, Smartsheet se convertirá en una empresa privada, pero continuará operando bajo su nombre y marca actuales.
Smartsheet (NYSE:SMAR), 현대 작업 관리 기업 플랫폼,이 약 $8.4 billion의 가치가 있는 전액 현금 거래에서 Blackstone 및 Vista Equity Partners에 의해 인수된다고 발표했습니다. 주주들은 주당 $56.50을 받게 되며, 이는 90일간의 거래량 가중 평균 종가에 비해 41% 프리미엄에 해당합니다.
이번 거래에는 Smartsheet가 대체 인수 제안을 요청할 수 있는 45일 '고샵' 기간이 포함되어 있으며, 이 기한은 2024년 11월 8일에 종료됩니다. 거래는 Smartsheet의 회계연도 4분기인 2025년 1월 31일에 종료될 것으로 예상되며, 주주 승인 및 규제 승인을 받아야 합니다. 완료되면 Smartsheet는 비상장 회사가 되지만 현재 이름과 브랜드로 계속 운영할 것입니다.
Smartsheet (NYSE:SMAR), la plateforme d'entreprise pour la gestion moderne du travail, a annoncé un accord définitif pour être acquise par des fonds gérés par Blackstone et Vista Equity Partners dans une transaction entièrement en espèces d'une valeur d'approximativement 8,4 milliards de dollars. Les actionnaires recevront 56,50 $ par action, ce qui représente une prime de 41% par rapport au prix de clôture moyen pondéré par le volume sur les 90 derniers jours.
L'accord comprend une période de 'go-shop' de 45 jours se terminant le 8 novembre 2024, permettant à Smartsheet de solliciter des propositions alternatives d'acquisition. La transaction devrait se conclure au quatrième trimestre de l'exercice fiscal de Smartsheet se terminant le 31 janvier 2025, sous réserve de l'approbation des actionnaires et des autorisations réglementaires. Une fois finalisée, Smartsheet deviendra une société privée mais continuera d'opérer sous son nom et sa marque actuels.
Smartsheet (NYSE:SMAR), die Unternehmensplattform für modernes Arbeitsmanagement, hat eine endgültige Vereinbarung zur Übernahme durch von Blackstone und Vista Equity Partners verwaltete Fonds in einer vollständig bar bezahlten Transaktion im Wert von etwa 8,4 Milliarden USD bekannt gegeben. Die Aktionäre erhalten 56,50 USD pro Aktie, was einem 41 % Aufschlag auf den volumengewichteten Durchschnittspreis der letzten 90 Tage entspricht.
Der Deal umfasst eine 45-tägige 'Go-Shop'-Phase, die am 8. November 2024 endet, und es Smartsheet ermöglicht, alternative Übernahmeangebote einzuholen. Es wird erwartet, dass die Transaktion im vierten Quartal des Geschäftsjahres von Smartsheet, das am 31. Januar 2025 endet, abgeschlossen wird, vorbehaltlich der Genehmigung der Aktionäre und der behördlichen Genehmigungen. Nach Abschluss wird Smartsheet ein privates Unternehmen und weiterhin unter dem aktuellen Namen und Markenzeichen tätig sein.
- All-cash transaction valued at $8.4 billion
- 41% premium to the 90-day volume-weighted average closing price
- 16% premium to the highest closing stock price over the last 12 months
- Potential for accelerated growth and innovation with Blackstone and Vista's resources
- Opportunity to expand Smartsheet's market reach and enhance customer value
- Delisting from public markets, potentially reducing liquidity for current shareholders
- Uncertainty during the 45-day 'go-shop' period
- Potential integration challenges and organizational changes post-acquisition
Insights
This acquisition of Smartsheet by Blackstone and Vista Equity Partners for
Key financial implications include:
- The all-cash transaction provides immediate liquidity for shareholders
- The premium valuation suggests Blackstone and Vista see significant growth opportunities
- Going private may allow Smartsheet more flexibility for long-term strategic investments
- The 45-day "go-shop" period could potentially lead to an even higher offer
This deal reflects the growing interest of private equity firms in enterprise software companies with strong growth potential and recurring revenue models. It's a positive outcome for current shareholders, but removes a public investment option in the work management software space.
This acquisition marks a significant shift in the work management software landscape. Smartsheet, a leader in collaborative work management, will now have the backing of two major private equity firms, potentially accelerating its growth and innovation.
Key technological and market implications:
- Increased resources for R&D and product development
- Potential for faster expansion into new markets and verticals
- Improved ability to compete with other enterprise software giants
- Possible integration with other portfolio companies of Blackstone and Vista
The move to go private suggests a long-term strategy focused on building enterprise value rather than meeting quarterly public market expectations. This could lead to more aggressive product development and market expansion strategies, potentially disrupting the competitive landscape in the work management software sector.
Smartsheet Shareholders to Receive
Purchase Price Represents a
Under the terms of the agreement, the Buyers would acquire all the outstanding shares held by Smartsheet shareholders for
“For more than a decade, we have built a thriving community of employees, partners, and customers, each focused on building and benefiting from Smartsheet’s industry-leading work management platform. Our next phase of growth and customer success is underway, and we look forward to partnering with Blackstone and Vista Equity Partners to accelerate our vision of modernizing work management for enterprises, globally,” said Mark Mader, CEO of Smartsheet. “This transaction is a testament to our employees’ outstanding work in serving customers and partners, and building an enterprise-grade, market-leading platform. As we look to the future, we are confident that Blackstone and Vista’s expertise and resources will help us ensure Smartsheet remains a great place to work where our employees thrive, while driving innovation and delivering even greater value for customers and stakeholders.”
Martin Brand, Head of North America Private Equity and Global Co-Head of Technology Investing at Blackstone, and Sachin Bavishi, a Senior Managing Director at Blackstone, said, “Across increasingly distributed, cross-functional and global workforces, Smartsheet’s innovative and market-leading solutions are mission-critical in helping teams collaborate at scale to achieve superior results. We are excited to partner with Smartsheet’s management team to drive long-term growth by leveraging our and our partner Vista’s combined scale and resources to accelerate investments in the next generation of work management solutions.” Blackstone will invest in Smartsheet through its flagship private equity vehicle and its private equity strategy for individual investors.
“Modern enterprises rely on Smartsheet’s simple and scalable solutions to manage a diverse range of business-critical processes every single day because they enable seamless collaboration, enhanced productivity and faster and more informed decision-making,” said Monti Saroya, Co-Head of Vista’s Flagship Fund and Senior Managing Director, and John Stalder, Managing Director at Vista. “We look forward to partnering closely with Blackstone and Smartsheet to support its ambitious goal of making its platform accessible for every organization, team and worker relying on collaborative work to achieve successful outcomes.” Vista is a leading global investment firm focused exclusively on enterprise software, data and technology-enabled businesses.
Additional Transaction Terms
The merger agreement for the transaction includes a 45-day “go-shop” period that expires on November 8, 2024. During this period, Smartsheet and its advisors will be permitted to actively solicit alternative acquisition proposals from certain third parties, and potentially enter into negotiations with other parties that make alternative acquisition proposals. The Smartsheet Board of Directors will have the right to terminate the merger agreement to accept a superior proposal, subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” process will or will not result in a superior proposal, and Smartsheet does not intend to disclose related developments unless and until it determines that such disclosure is appropriate or otherwise required.
The transaction is currently expected to close in the fourth quarter of Smartsheet’s fiscal year ending January 31, 2025, subject to the approval of Smartsheet’s shareholders, the satisfaction of required regulatory clearances and other customary closing conditions. The Smartsheet Board of Directors unanimously approved the merger agreement and recommends Smartsheet shareholders vote their shares in support of the transaction at a special meeting of shareholders to vote on the transaction.
Upon completion of the transaction, Smartsheet’s Class A common stock will no longer be listed on any public market and Smartsheet will become a privately held company. The Company will continue to operate under the Smartsheet name and brand.
Advisors
Qatalyst Partners is acting as exclusive financial advisor to Smartsheet. Fenwick & West LLP is acting as legal counsel to Smartsheet.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as financial advisors and Kirkland & Ellis LLP and Simpson Thacher & Bartlett LLP are acting as legal counsel to Blackstone and Vista Equity Partners.
About Smartsheet
Smartsheet is the modern enterprise work management platform trusted by millions of people at companies across the globe, including approximately
About Blackstone
Blackstone is the world’s largest alternative asset manager. We seek to deliver compelling returns for institutional and individual investors by strengthening the companies in which we invest. Our more than
About Vista Equity Partners
Vista is a leading global investment firm with more than
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among other things, statements regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; the prospective performance and outlook of Smartsheet’s business, performance and opportunities; Smartsheet’s ability to achieve future financial performance results; as well as any assumptions underlying any of the foregoing. When used in this communication, or any other documents, words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast,” “goal,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” and similar expressions should be considered forward-looking statements made in good faith by Smartsheet, as applicable, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are subject to risks, uncertainties, and assumptions that could cause Smartsheet’s actual results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: (i) the ability to obtain the requisite approval from shareholders of Smartsheet; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals for Smartsheet will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require Smartsheet to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on Smartsheet’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (vii) risks related to diverting management’s attention from Smartsheet’s ongoing business operations or the loss of one or more members of the management team; (viii) the risk that shareholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) Smartsheet’s ability to achieve future growth and sustain its growth rate; (x) Smartsheet’s ability to attract and retain talent; (xi) Smartsheet’s ability to attract and retain customers (including government customers) and increase sales to its customers; (xii) Smartsheet’s ability to develop and release new products and services and to scale its platform; (xiii) Smartsheet’s ability to increase adoption of its platform through its self-service model; (xiv) Smartsheet’s ability to maintain and grow its relationships with channel and strategic partners; (xv) the highly competitive and rapidly evolving market in which it participates; (xvi) Smartsheet’s ability to identify targets for, execute on, or realize the benefits of, potential acquisitions; and (xvii) its international expansion strategies. Further information on risks that could affect Smartsheet’s results is included in its filings with the SEC, including its most recent Quarterly Report on Form 10-Q and its Annual Report on Form 10-K for the fiscal year ended January 31, 2024, and any current reports on Form 8-K that it may file from time to time. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. Except as required by applicable law, Smartsheet assumes no obligation to, and does not currently intend to, update or supplement any such forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date of this communication.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction involving Smartsheet Inc. (“Smartsheet”) and affiliates of the Buyers. In connection with the proposed transaction, Smartsheet intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to shareholders a proxy statement seeking Smartsheet shareholder approval of the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Smartsheet may file with the SEC or send to its shareholders in connection with the proposed transaction. INVESTORS AND SHAREHOLDERS OF SMARTSHEET ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SMARTSHEET AND THE PROPOSED TRANSACTION. The materials to be filed by Smartsheet will be made available to Smartsheet’s investors and shareholders at no expense to them and copies may be obtained free of charge on Smartsheet’s website at https://investors.smartsheet.com/. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Any vote in respect of resolutions to be proposed at Smartsheet’s shareholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the proxy statement.
Participants in Solicitation
Smartsheet and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of Smartsheet shareholders in connection with the proposed transaction under SEC rules. Information about the Company’s directors and executive officers is set forth under the captions “Proposal 1–Election of Directors,” “Non-Employee Director Compensation,” “Executive Officers,” “Security Ownership of Certain Beneficial Owners, Directors, and Management,” “Executive Compensation,” “Pay Versus Performance” and “Equity Compensation Plan Information,” sections of the definitive proxy statement for the Company’s 2024 annual meeting of shareholders, filed with the SEC on May 1, 2024, and in the Company’s Current Reports on Form 8-K filed with the SEC on March 14, 2024 and March 22, 2024. Additional information regarding ownership of Smartsheet’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 and 4. These documents may be obtained free of charge at the SEC’s web site at www.sec.gov and on Smartsheet’s website at https://investors.smartsheet.com/.
Information concerning the interests of Smartsheet’s participants in the solicitation, which may, in some cases, be different than those of the Smartsheet’s shareholders generally, will be set forth in the proxy statement relating to the proposed transaction when it becomes available.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240924199901/en/
For Smartsheet
Investor Relations Contact
Aaron Turner
investorrelations@smartsheet.com
Media Contact
Jennifer Henderson
pr@smartsheet.com
OR
FGS Global
Smartsheet@FGSGlobal.com
For Blackstone
Matt Anderson
(518) 248-7310
Matthew.Anderson@blackstone.com
Mariel Seidman-Gati
(646) 482-3712
Mariel.SeidmanGati@blackstone.com
For Vista Equity Partners
Brian Steel
(212) 804-9170
media@vistaequitypartners.com
Source: Smartsheet
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