EngageSmart, Inc. (NYSE: ESMT) (“EngageSmart” or “the Company”), a leading provider of vertically tailored customer engagement software and integrated payments solutions, today announced that it has entered into a definitive agreement to be acquired by an affiliate of Vista Equity Partners (“Vista”), a leading global investment firm focused exclusively on enterprise software, data and technology-enabled businesses, in an all-cash transaction valued at approximately $4.0 billion.
Under the terms of the agreement, EngageSmart stockholders will receive $23.00 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, and a premium of approximately 30% over 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, affiliates of Vista will hold approximately 65% and affiliates of General Atlantic, a leading global investor, will hold approximately 35% of the outstanding equity.
A special committee of EngageSmart’s Board of Directors comprised of independent directors (the “Special Committee”), 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.
“We have built an amazing business by putting our customers at the center of everything we do,” said Bob Bennett, EngageSmart CEO. “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.”
“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,” said Michael Fosnaugh, Co-Head of Vista’s Flagship Fund and Senior Managing Director. “We look forward to working with EngageSmart as they continue to innovate, scale and empower organizations to better serve their customers.”
“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,” said Jeff Wilson, Managing Director at Vista. “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.”
“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,” said Paul Stamas, Managing Director and Global Head of General Atlantic’s Financial Services sector. “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.”
Transaction negotiations were led by the Special Committee 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 has entered into support agreements with affiliates of General Atlantic and Summit Partners, owners of 52% and 14% of the fully diluted stock of the Company, respectively, under which they have agreed to vote all of their shares in favor of the transaction, subject to certain terms.
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 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 transaction with fully committed equity financing that is not subject to a financing condition. Upon completion of the transaction, 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. There can be no assurance that this process will result in a superior proposal, and the company does not intend to disclose developments with respect to the “go-shop” process unless and until it determines such disclosure is appropriate or is 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. EngageSmart’s third quarter 2023 earnings results will be available on its investor relations website at https://investors.engagesmart.com.
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.