Tibco Software to Be Bought by Vista Equity for $4.3B

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Tibco Software Inc., a maker of software for businesses, agreed to be bought by Vista Equity Partners for about $4.3 billion in the biggest U.S. technology buyout this year.

Tibco stockholders will get $24 in cash a share, the Palo Alto, California-based company said in a statement today. That represents a 23 percent premium over the shares’ closing price of $19.51 on Sept. 26. The purchase price includes net debt, which was about $19.8 million as of Aug. 31, according to data provided by Bloomberg.

The software maker had been pitching its business to potential buyers including private-equity firms earlier this month, according to people with knowledge of the matter. Tibco had begun a strategic review of the company’s options after activist investor Praesidium Investment Management Co., the company’s sixth-largest shareholder, sent a letter to the board on Aug. 12 seeking a sale.

“Ultimately, the board concluded that the sale alternative was the best alternative, and that Vista’s offer to acquire Tibco is the best way to maximize value for our shareholders,” David West, a member of Tibco’s board, said in the statement.

The deal’s value surpasses the $2.5 billion that private- equity firm Thoma Bravo LLC agreed to pay for Compuware Corp. earlier this month, the previous largest tech buyout this year.

Tibco’s shares had fallen in the past two years as revenue growth slowed to about 4 percent in the latest fiscal year ended in November, and profit in the latest quarter fell short of analysts’ estimates.

The company’s revenue continued to underperform because of competition and sales execution issues, Mandeep Singh, a Bloomberg Intelligence analyst, wrote on Aug. 27. Operating margins declined “significantly” amid a slowdown in software- license revenue growth in the last few quarters, Singh said.

The deal with Vista Equity, a private-equity firm focused on data, software and technology-enabled businesses, is expected to close in the fourth quarter of this year, Tibco said in the statement.

Goldman Sachs Group Inc. served as Tibco’s financial adviser, while Wilson Sonsini Goodrich & Rosati provided legal advice, according to the statement. Vista’s financial advisers were Bank of America Corp., Deutsche Bank AG, Jefferies Group LLC, JPMorgan Chase & Co. and Union Square Advisors LLC. The equity firm received legal advice from Kirkland & Ellis LLP.

--With assistance from Sarah Rabil in New York.

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