EQT brings significant resources and
demonstrated track record; will partner with Billtrust to advance
its mission of digitizing and streamlining the Office of the
CFO
BTRS Holdings Inc. ("Billtrust" or "the Company") (NASDAQ:
BTRS), a B2B accounts receivable automation and integrated payments
leader, today announced that it has entered into a definitive
agreement to be acquired by EQT X fund (“EQT Private Equity”), part
of EQT, a leading global investment organization, in an all-cash
transaction valuing Billtrust’s equity at approximately $1.7
billion.
Under the terms of the agreement, Billtrust shareholders will
receive $9.50 per share in cash upon the closing of the
transaction. The price per share represents more than a 64 percent
premium above the closing share price of $5.77 on September 27,
2022, and more than a 76 percent premium above the trailing 90-day
volume weighted average stock price for the period ended September
27, 2022.
“This transaction marks the beginning of an exciting new chapter
for Billtrust, our customers and employees while providing
shareholders an immediate and substantial cash value with a
compelling premium,” said Flint Lane, Billtrust Founder and CEO.
“We believe B2B payments and accounts receivable continue to be
ripe for massive disruption and innovation, and our partnership
with EQT will provide us with greater resources and flexibility to
build on our leadership position.”
Since its founding in 2001, Billtrust has maximized its
customers’ operational efficiency across the order-to-cash spectrum
with a flexible and integrated cloud-based solution. Billtrust
accelerates cash flow by automating complex and historically manual
processes around credit decisioning and monitoring, online
ordering, invoicing, payments and remittance capture, cash
application and collections.
Arvindh Kumar, Partner and Co-Head of EQT’s Global Technology
Sector Team, said: “We look forward to partnering with Billtrust in
its journey to help customers digitize and streamline their finance
operations. The Billtrust platform features modern solutions, a
compelling value proposition, and, like EQT, a commitment to
innovation and transformation in the digital era. Additionally, the
Company operates at the intersection of software, fintech, and
payments—sectors in which EQT has deep familiarity and a track
record of success. With proprietary end-to-end solutions that
generate value for all stakeholders and across economic cycles,
Billtrust is poised to advance its leading offering in the
underpenetrated accounts receivable automation space.”
Transaction Details
The transaction, which was approved by the Billtrust Board of
Directors, is expected to close in the first quarter of 2023,
subject to customary closing conditions, including approval by
Billtrust shareholders and receipt of applicable regulatory
approval.
Upon completion of the transaction, Billtrust’s shares will no
longer trade on the NASDAQ, and Billtrust will become a private
company.
Advisors
J.P. Morgan Securities LLC is serving as exclusive financial
advisor to Billtrust, and Davis Polk & Wardwell LLP is acting
as legal counsel to Billtrust.
Evercore is serving as financial advisor to EQT, and Weil,
Gotshal & Manges LLP is acting as legal counsel to EQT.
About BTRS Holdings
Billtrust (NASDAQ: BTRS) is a leading provider of cloud-based
software and integrated payment processing solutions that simplify
and automate B2B commerce. Accounts receivable is broken and relies
on conventional processes that are outdated, inefficient, manual
and largely paper based. Billtrust is at the forefront of the
digital transformation of AR, providing mission-critical solutions
that span credit decisioning and monitoring, online ordering,
invoice delivery, payments and remittance capture, invoicing, cash
application and collections. For more information, visit
Billtrust.com.
About EQT
EQT is a purpose-driven global investment organization with EUR
77 billion in assets under management as of 30 June 2022, across 36
active funds. EQT funds have portfolio companies in Europe,
Asia-Pacific and the Americas with total sales of approximately EUR
29 billion and more than 280,000 employees. EQT works with
portfolio companies to achieve sustainable growth, operational
excellence and market leadership. More info: www.eqtgroup.com.
Follow EQT on LinkedIn, Twitter, YouTube and Instagram.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“continue,” “guidance,” “expect,” “outlook,” “project,” “believe”
or other similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding the benefits of and timeline for closing the
transaction with EQT. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of Billtrust’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and may differ from assumptions. Many
actual events and circumstances are beyond the control of
Billtrust. These forward-looking statements are subject to a number
of risks and uncertainties, including Billtrust’s ability to secure
the required regulatory and stockholder approvals for the
transaction; Billtrust’s ability to meet the applicable closing
conditions of the transaction; Billtrust’s ability to attract and
retain customers and expand customers’ use of Billtrust’s services;
market, financial, political and legal conditions; foreign currency
impacts; the impact of the COVID-19 pandemic on Billtrust’s
business and the global economy; risks relating to the uncertainty
of the projected financial and operating information with respect
to Billtrust; risks related to future market adoption of
Billtrust's offerings; risks related to Billtrust's marketing and
growth strategies; risks related to expanding Billtrust's
operations outside the United States; risks related to Billtrust's
ability to acquire or invest in businesses, products, or
technologies that may complement or expand its products or
platforms, enhance its technical capabilities, or otherwise offer
growth opportunities; the effects of competition on Billtrust’s
future business; the impact of unstable market and economic
conditions; and the risks discussed in Billtrust’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 filed with
the Securities and Exchange Commission (“SEC”) on March 9, 2022,
under the heading “Risk Factors” and other documents of Billtrust
filed, or to be filed, with the SEC, including our Quarterly Report
on Form 10-Q for the quarter ended June 30, 2022. If any of these
risks materialize or any of Billtrust’s assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that Billtrust presently does not know of or that
Billtrust currently believes are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Billtrust’s expectations, plans or forecasts of future
events and views as of the date of this press release. Billtrust
anticipates that subsequent events and developments will cause
Billtrust’s assessments to change. However, while Billtrust may
elect to update these forward-looking statements at some point in
the future, Billtrust specifically disclaims any obligation to do
so. These forward-looking statements should not be relied upon as
representing Billtrust’s assessments as of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to
the proposed transaction involving Billtrust. In connection with
the proposed transaction, Billtrust plans to file with the SEC a
proxy statement on Schedule 14A (the “Proxy Statement”). This
communication is not a substitute for the Proxy Statement or any
other document that Billtrust may file with the SEC and send to its
shareholders in connection with the proposed transaction. The
proposed transaction will be submitted to Billtrust’s shareholders
for their consideration. Before making any voting decision,
Billtrust’s shareholders are urged to read all relevant documents
filed or to be filed with the SEC, including the Proxy Statement,
as well as any amendments or supplements to those documents, when
they become available, because they will contain important
information about Billtrust and the proposed transaction.
Billtrust’s shareholders will be able to obtain a free copy of
the Proxy Statement, as well as other filings containing
information about Billtrust, free of charge, at the SEC’s website
(www.sec.gov). Copies of the Proxy Statement and other documents
filed by Billtrust with the SEC may be obtained, without charge, by
contacting Billtrust through its website at
https://investors.billtrust.com/.
Participants in the Solicitation
The Company, its directors, executive officers and other persons
related to Billtrust may be deemed to be participants in the
solicitation of proxies from Billtrust’s shareholders in connection
with the proposed transaction. Information about the directors and
executive officers of Billtrust and their ownership of Billtrust
common stock is set forth in Billtrust’s annual report on Form 10-K
for the fiscal year ended December 31, 2021, which was filed with
the SEC on March 9, 2022 and in its proxy statement for its 2022
annual meeting of stockholders, which was filed with the SEC on
April 22, 2022. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
included in the Proxy Statement and other relevant materials to be
filed with the SEC in connection with the proposed transaction when
they become available. Free copies of these documents may be
obtained as described in the preceding paragraph.
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version on businesswire.com: https://www.businesswire.com/news/home/20220928005565/en/
For Billtrust:
Investor Contact John T. Williams IR@billtrust.com
Media Contact Meredith Simpson PR@billtrust.com
For EQT:
US media inquiries: Stephanie Greengarten,
stephanie.greengarten@eqtpartners.com, +1 646-687-6810
International media inquiries: EQT Press Office,
press@eqtpartners.com, +46 8 506 55 334
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