Aptean to acquire all outstanding shares of
Logility for $14.30 per share in cash
Today, Aptean, a global provider of mission-critical enterprise
software solutions backed by TA Associates (“TA”), Insight
Partners, Charlesbank Capital Partners (“Charlesbank”), and
Clearlake Capital Group, L.P. (“Clearlake”), announced that it has
entered into a definitive agreement to acquire Logility Supply
Chain Solutions, Inc. (Nasdaq: LGTY) (“Logility” or the “Company”),
a leader in AI-first supply chain management software.
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Under the terms of the agreement, Aptean will acquire all of
Logility’s outstanding common stock for $14.30 per share in an
all-cash transaction. The per share purchase price represents a
27.0% premium to the January 23, 2025 Logility closing share price
and a 28.4% premium to the 30-day volume-weighted average share
price as of that date. In addition, the per share purchase price
represents a 30.1% premium to the unaffected Logility closing share
price on Friday, December 6, 2024, prior to 2717 Partners’ public
letter on December 9, 2024, calling for Logility to review
strategic alternatives, and a 34.1% premium to the 30-day
volume-weighted average share price as of that date.
Headquartered in Atlanta, Georgia, Logility provides AI-powered,
advanced supply chain planning solutions designed to optimize
inventory, improve demand forecasting, and streamline production
planning. Logility delivers a comprehensive suite of solutions
including demand planning, inventory and supply optimization,
manufacturing operations, network design, and vendor and sourcing
management. Logility’s solutions are used by over 500 clients in
more than 80 countries, spanning the consumer durable goods,
apparel/accessories, food and beverage, industrial manufacturing,
fast moving consumer goods, wholesale distribution, and chemicals
verticals.
“Logility possesses years of experience helping global
organizations design, build, and manage their supply chains” said
Aptean’s CEO, TVN Reddy. “The Logility platform delivers a
mission-critical suite of AI-powered supply chain planning
solutions designed to address even the most complex requirements.
We look forward to welcoming Logility’s loyal customers and
experienced team to Aptean.”
“Since TA’s initial investment in 2019, Aptean has continued to
be a leader in innovation for its manufacturing and supply chain
clients around the globe. We believe that integrating their
complementary solution suites will enable Aptean and Logility to
further innovate and enhance their offerings, strengthening their
shared commitment to driving client success. We are excited to see
the potential this partnership can unlock,” said Hythem T.
El-Nazer, Co-Managing Partner at TA.
"We are pleased to announce this transaction with Aptean, which
will deliver significant and immediate value to our shareholders,"
said James B. Miller, Jr., Chairman of Logility’s Board of
Directors. "Our Board has consistently evaluated the Company's
standalone plan against other strategic opportunities. With the
assistance of our financial and legal advisors, the Board conducted
a thorough and fulsome auction process commencing late in the
summer of 2024. As a result of this process, we unanimously
determined that a sale to Aptean represented the best way to
maximize shareholder value while also ensuring the Company remains
well-positioned to continue providing innovative and leading
solutions to clients."
“Aptean’s acquisition of Logility represents a new and exciting
chapter for our Company,” said Allan Dow, President & CEO of
Logility. “Logility’s mission is to help organizations build
sustainable, profitable supply chains that improve people’s lives
and the world we live in. We look forward to continuing to provide
AI‑first solutions to our strong client base alongside Aptean,
which has an impressive track record of helping manufacturers and
distributors thrive. We believe this transaction is a great outcome
for our clients, Company and shareholders and will help Logility
achieve its long-term potential.”
Strategic and Financial Benefits
- Enhanced Focus: By becoming part of Aptean, a privately
held company with strong investor backing, Logility will be able to
better focus on its long-term strategy without the additional
considerations and costs required of a public company.
- Access to Resources: Aptean will provide Logility access
to resources that can help accelerate growth and drive strategy
execution.
- Enhanced Combined Offerings: Both organizations offer
complementary leading-quality solution suites with a proven track
record of making clients successful. Working alongside each other,
the integration of Logility’s and Aptean’s complementary
technologies will result in enhanced combined offerings for
clients.
- Shareholder and Client Value: The definitive agreement
reflects Logility’s commitment to maximizing shareholder value and
provides a foundation for Logility to continue making its clients
more successful in the future.
Transaction Details
The transaction is expected to close in the second quarter of
2025, subject to customary closing conditions, including approval
of the transaction by Logility’s shareholders and receipt of
regulatory approvals. The Logility Board of Directors unanimously
approved the definitive agreement and recommends that Logility’s
shareholders vote in favor of the transaction. The transaction is
not subject to a financing condition.
Upon completion of the transaction, Logility will become part of
a privately held company, and its shares of common stock will no
longer be listed on The Nasdaq Global Select Market or any other
public market.
Advisors
Lazard is serving as financial advisor to Logility, and Jones
Day is serving as legal counsel.
Orrick is serving as legal counsel to Aptean.
About Logility
Logility is a leading provider of AI-first supply chain
management solutions engineered to help organizations build
sustainable digital supply chains that improve people’s lives and
the world we live in. The company’s approach is designed to
reimagine supply chain planning by shifting away from traditional
“what happened” processes to an AI-driven strategy that combines
the power of humans and machines to predict and be ready for what’s
coming. Logility’s fully integrated, end-to-end platform helps
clients know faster, turn uncertainty into opportunity, and
transform supply chain from a cost center to an engine for growth.
With over 500 clients in 80 countries, the company is headquartered
in Atlanta, GA. Learn more at www.logility.com.
About Aptean
Aptean is a global provider of industry-specific software that
helps manufacturers and distributors effectively run and grow their
businesses. Aptean’s solutions and services help businesses of all
sizes to be Ready for What’s Next, Now®. Aptean is headquartered in
Alpharetta, Georgia and has offices in North America, Europe and
Asia-Pacific. To learn more about Aptean and the markets we serve,
visit www.aptean.com.
Aptean and Ready for What’s Next, Now are Registered Trademarks
of Aptean, Inc. All other company and product names may be
trademarks of the respective companies with which they are
associated.
About TA Associates
TA Associates (“TA”) is a leading global private equity firm
focused on scaling growth in profitable companies. Since 1968, TA
has invested in more than 560 companies across its five target
industries – technology, healthcare, financial services, consumer
and business services. Leveraging its deep industry expertise and
strategic resources, TA collaborates with management teams
worldwide to help high-quality companies deliver lasting value. The
firm has raised $65 billion in capital to date and has over 160
investment professionals across offices in Boston, Menlo Park,
Austin, London, Mumbai and Hong Kong.
About Insight Partners
Insight Partners is a global software investor partnering with
high-growth technology, software, and Internet startup and ScaleUp
companies that are driving transformative change in their
industries. As of September 30, 2024, the firm has over $90B in
regulatory assets under management. Insight Partners has invested
in more than 800 companies worldwide and has seen over 55 portfolio
companies achieve an IPO. Headquartered in New York City, Insight
has offices in London, Tel Aviv, and the Bay Area. Insight's
mission is to find, fund, and work successfully with visionary
executives, providing them with tailored, hands-on software
expertise along their growth journey, from their first investment
to IPO. For more information on Insight and all its investments,
visit insightpartners.com or follow us on X @insightpartners.
About Charlesbank Capital Partners
Based in Boston and New York, Charlesbank Capital Partners is a
middle-market private investment firm with approximately $19
billion of assets under management as of 9/30/24. Charlesbank
focuses on management-led buyouts, growth capital financings,
opportunistic credit, and technology investments. The firm seeks to
invest in companies with sustainable competitive advantage and
excellent prospects for growth. For more information, please visit
www.charlesbank.com.
About Clearlake
Founded in 2006, Clearlake is an investment firm operating
integrated businesses across private equity, credit, and other
related strategies. With a sector-focused approach, the firm seeks
to partner with experienced management teams by providing patient,
long-term capital to dynamic businesses that can benefit from
Clearlake’s operational improvement approach, O.P.S.® The firm’s
core target sectors are technology, industrials, and consumer.
Clearlake currently has over $85 billion of assets under
management, and its senior investment principals have led or co-led
over 400 investments. The firm is headquartered in Santa Monica, CA
with affiliates in Dallas, TX, London, UK, Dublin, Ireland,
Singapore, and Abu Dhabi, UAE. Learn more at www.clearlake.com.
Forward-Looking Statements
Statements in this news release that are not historical facts
are "forward-looking statements" that involve risks and
uncertainties which could cause actual results to differ materially
from those contained in the forward-looking statements. Such
statements are based on management’s expectations as of the date
they are made and are not guarantees of future results.
Forward-looking statements generally can be identified by the use
of forward-looking terminology, such as “anticipate,” "believe,"
“continue,” “could,” "expect," "may," "should," "intend," "seek,"
"estimate," "plan," "target," "project," "likely," "will," "future"
or other similar words or phrases. These risks and uncertainties
include, but are not limited to, factors such as: (i) the ability
to obtain regulatory approval and meet other closing conditions to
the proposed transaction, including obtaining approval of
Logility’s shareholders, on the expected timeframe or at all; (ii)
potential adverse reactions or changes to business relationships,
operating results, financial results and the business generally
resulting from the announcement, pendency or inability to complete
the proposed transaction on the expected timeframe or at all; (iii)
actual or threatened litigation relating to the proposed
transaction or otherwise; (iv) the inability to retain key
personnel, management or clients, or potential diminished
productivity due to the impact of the proposed transaction on the
Company's current and prospective employees, key management,
clients and other business partners; (v) risks related to diverting
management’s attention from the Company’s ongoing business
operations; (vi) unexpected delays, costs, charges, fees or
expenses resulting from the proposed transaction or the assumption
of undisclosed liabilities related thereto; (vii) the occurrence of
any event, change or other circumstance or condition that could
give rise to the termination of the proposed transaction, including
in circumstances requiring the Company to pay a termination fee;
(viii) the risk that the price of the Company’s common stock may
fluctuate during the pendency of the proposed transaction and may
decline significantly if the proposed transaction is not completed;
(ix) the ability to successfully integrate operations and employees
and to realize anticipated benefits and synergies of the proposed
transaction as rapidly or to the extent anticipated; (x) actions by
competitors; (xi) general adverse economic, political, social and
security conditions in the regions in which Logility and Aptean
operate; and (xii) the other risks and uncertainties discussed
under "Risk Factors" in the Company's most recent Annual Report on
Form 10-K and in other documents that the Company subsequently
files from time to time with the SEC. Statements in this news
release that are "forward-looking" include, without limitation,
statements about Aptean’s proposed transaction to acquire Logility
(including the anticipated benefits, synergies, opportunities,
results, effects and timing of the proposed transaction). You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this news release.
Except as required by law, the Company undertakes no obligation to
update these forward-looking statements to reflect subsequent
events or circumstances after the date of this news release.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between the Company and Aptean.
The Company expects to announce a special meeting of shareholders
as soon as practicable to obtain shareholder approval of the
transaction. In connection with the transaction, the Company
intends to file relevant materials with the SEC, including a proxy
statement in preliminary and definitive form. INVESTORS OF THE
COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED OR FURNISHED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION.
Investors may obtain a free copy of these materials (when they are
available) and other documents filed or furnished by the Company
with the SEC at the SEC's website at www.sec.gov, at the Company's
website at www.logility.com or by sending a written request to the
Company in care of the Secretary, at Logility Supply Chain
Solutions, Inc., 470 East Paces Ferry Road, N.E., Atlanta, Georgia
30305. This news release is not a substitute for the definitive
proxy statement or any other document that may be filed or
furnished by the Company with the SEC.
Participants in the Merger Solicitation
The Company and certain of its directors and executive officers
and other persons may be deemed to be participants in the
solicitation of proxies in respect of the special meeting of
shareholders. Information regarding the Company's directors and
executive officers is available in the Company's proxy statement
filed with the SEC on July 8, 2024 in connection with its 2024
annual meeting of shareholders, under the sections titled “Proposal
1: Election of Directors,” “Executive Compensation,” “Fiscal 2024
Executive Compensation,” “Director Compensation” and “Security
Ownership of Management and Certain Beneficial Owners and
Management.” To the extent the security holdings of Logility’s
directors and executive officers have changed since the amounts
described in the Company’s 2024 proxy statement, such changes have
been reflected in Initial Statements of Beneficial Ownership on
Form 3 or Statements of Changes in Beneficial Ownership on Form 4
filed with the SEC. Additional information regarding persons who
may be deemed participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the definitive proxy
statement related to the proposed transaction and other relevant
materials to be filed or furnished with the SEC when they become
available.
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For Media Inquiries Please Contact: Press@logility.com
MediaRelations@aptean.com
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