Xactly (NYSE: XTLY), a leading provider of cloud-based incentive
solutions, today announced that it has entered into a definitive
agreement to be acquired by Vista Equity Partners (“Vista”), a
leading private equity firm focused on investments in software,
data and technology-enabled businesses.
Under the terms of the agreement, affiliates of Vista will
acquire all outstanding shares of Xactly common stock for a total
value of approximately $564 million. Xactly stockholders will
receive $15.65 in cash per share, representing an approximately 17%
premium to the closing price as of May 26, 2017 and an
approximately 31% premium compared to the 3-month volume weighted
average price of Xactly’s common stock.
“This announcement represents a very positive event for our
stockholders and enables Xactly to build upon its successful
12-year history,” said Christopher W. Cabrera, founder and CEO of
Xactly Corporation. “We are confident that Vista is the ideal
partner to accelerate our growth initiatives and enable Xactly to
focus on innovation and customer success while forging a new era of
incentive compensation management.”
“Xactly’s market leadership in cloud incentive compensation
solutions makes it an ideal addition to the Vista family of
companies,” said Brian Sheth, Co-Founder and President of Vista
Equity Partners. “We are looking forward to bringing Vista's
resources and expertise to help drive Xactly’s next phase of
innovation and growth.”
Xactly’s headquarters will remain in San Jose. The closing of
the transaction is subject to customary closing conditions,
including the approval of Xactly’s stockholders and antitrust
approval in the United States. The transaction is expected to close
in the third quarter of the 2017 calendar year.
In a separate press release issued today, Xactly announced
preliminary financial results for the first quarter of 2018. Xactly
will report its fiscal 2018 first quarter in its Quarterly Report
on Form 10-Q. Xactly will not hold a conference call to discuss
earnings due to the announced sale of the company.
J.P. Morgan Securities LLC is acting as exclusive financial
advisor and Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation, is serving as legal advisor to Xactly. Vista's legal
advisor is Kirkland & Ellis LLP.
About Xactly
Headquartered in San Jose, California, Xactly (NYSE: XTLY), is a
leading provider of enterprise-class, cloud-based, incentive
compensation solutions for employee and sales performance
management. Named a leader in Gartner’s Magic Quadrant for Sales
Performance Management software, Xactly addresses a critical
business need to incentivize employees and align their behaviors
with company goals. Our products allow organizations to make more
strategic decisions, increase employee performance, improve
margins, and mitigate risk.
Our core values are key to our success, and each day we’re
committed to upholding them by delivering the best we can to our
customers. To learn more about Xactly and the latest issues and
trends in SPM software, follow us on Twitter, Facebook, and
subscribe to the Xactly blog.
About Vista Equity Partners
Vista Equity Partners, a U.S.-based investment firm with offices
in Austin, San Francisco, Chicago, and Oakland with more than $30
billion in cumulative capital commitments, currently invests in
software, data and technology-enabled organizations led by
world-class management teams with long-term perspective. Vista is a
value-added investor, contributing professional expertise and
multi-level support towards companies realizing their full
potential. Vista's investment approach is anchored by a sizable
long-term capital base, experience in structuring
technology-oriented transactions, and proven management techniques
that yield flexibility and opportunity in private equity investing.
For more information, please visit www.vistaequitypartners.com.
Additional Information and Where to Find It
Xactly Corporation (“Xactly”) plans to file with the Securities
and Exchange Commission (the “SEC”), and furnish to its
stockholders a proxy statement in connection with the proposed
merger with Excalibur Merger Sub, Inc., pursuant to which Xactly
would be acquired by Excalibur Parent LLC (the “Merger”). The proxy
statement described above will contain important information about
the proposed Merger and related matters. INVESTORS, STOCKHOLDERS
AND SECURITY HOLDERS OF XACTLY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT XACTLY
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT XACTLY AND THE TRANSACTION.
Investors, stockholders and security holders will be able to obtain
free copies of these documents and other documents filed with the
SEC by Xactly through the website maintained by the SEC at
www.sec.gov. In addition, investors, stockholders and security
holders will be able to obtain free copies of these documents from
Xactly by contacting Xactly’s Investor Relations at (408) 477-3338,
by e-mail at ir@xactlycorp.com, or by going to Xactly’s Investor
Relations page on its website at investors.xactlycorp.com.
Participants in the Solicitation
The directors and executive officers of Xactly may be deemed to
be participants in the solicitation of proxies from the
stockholders of Xactly in connection with the proposed Merger.
Information regarding the interests of these directors and
executive officers in the transaction described herein will be
included in the proxy statement described above. Additional
information regarding Xactly’s directors and executive officers is
also included in Xactly’s proxy statement for its 2017 Annual
Meeting of Stockholders, which was filed with the SEC on May 11,
2017. These document are available free of charge as described in
the preceding paragraph.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended, including, but not limited to, statements regarding
possible or assumed future results of operations of Xactly, the
expected completion and timing of the Merger and other information
relating to the Merger. Without limiting the foregoing, the words
“believes,” “anticipates,” “plans,” “expects,” “intends,”
“forecasts,” “should,” “estimates,” “contemplate,” “future,”
“goal,” “potential,” “predict,” “project,” “projection,” “may,”
“will,” “could,” “should,” “would,” “assuming” and other words or
expressions of similar meaning or import are intended to identify
forward-looking statements. You should, therefore, carefully read
and consider statements that contain these words or expressions, as
such forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those indicated in such forward-looking statements, including,
but not limited to, (i) the risk that the proposed Merger may not
be completed in a timely manner or at all, which may adversely
affect Xactly's business and the price of the common stock of
Xactly, (ii) the failure to satisfy all of the conditions precedent
to the consummation of the proposed Merger, including, but not
limited to, the required consent of the stockholders of Xactly and
the receipt of certain governmental or regulatory approvals, (iii)
the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger
agreement, (iv) the effect of the announcement or pendency of the
transaction on Xactly's business relationships, operating results
and business generally, (v) risks that the proposed transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the transaction,
(vi) risks related to diverting management's attention from
Xactly's ongoing business operations, (vii) the outcome of any
legal proceedings that may be instituted against us related to the
merger agreement or the Merger and (viii) such other risks and
uncertainties as identified in Xactly's Annual Report on Form 10-K
for the fiscal year ended January 31, 2017, as filed with the
SEC, which contain and identify important factors that could cause
the actual results to differ materially from those contained in the
forward-looking statements. Xactly assumes no obligation to update
any forward-looking statement contained in this press release.
©2017 Xactly Corporation. All rights reserved. Xactly, the
Xactly logo, and “Inspire Performance” are registered trademarks or
trademarks of Xactly Corporation in the United States and/or other
countries. All other trademarks are the property of their
respective owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20170530005550/en/
Xactly Corporation:Investor RelationsThe Blueshirt
GroupLisa Laukkanen, 415-217-4967lisa@blueshirtgroup.comorNicole
Gunderson, 415-489-2196nicole@blueshirtgroup.comorVista Equity
Partners:Alan H. Fleischmann,
202-776-7776vista@laurelstrategies.com
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