A&O Advises Advent on $1.6 Billion Software Deal

, The Am Law Daily


Private equity firm Advent International has agreed to purchase Netherlands-based software company Unit4 for $1.58 billion in cash, the two companies announced Monday. Allen & Overy is advising Boston-based Advent while Dutch firm De Brauw Blackstone Westbroek is serving as Unit4's legal counsel.

The offer values shares in Unit4 at 38.75 euros ($52.39) apiece—a 32.4 percent premium over the target's closing price on Oct. 11, the last day of trading prior to the announcement that Unit4 had attracted preliminary interest from an unidentified buyer.

Unit4 said the transaction will benefit the company in the short term by allowing it to invest more in software-as-a-service solutions and cloud-based infrastructure. Over time, Advent intends to help Unit4 continue to grow its cloud-based accounting application FinancialForce Accounting, which the company created in 2009 in conjunction with cloud-computing company Salesforce.com.

Unit4 agreed to the take-private deal following a competitive bidding process. Under the deal's terms, Advent will assume certain nonfinancial covenants, including a joint-strategy plan with Unit4's management to invest in research and development while also keeping the software company as a separate legal entity with headquarters, central management and key support functions in the Netherlands. Unit4's management—including company founder Chris Ouwinga—has unanimously accepted the Advent offer. Ouwinga, who owns approximately 5.6 percent of Unit 4, is to remain Unit4's chairman after the deal closes in the first quarter of 2014.

Leading the legal team advising Advent on the acquisition are Allen & Overy corporate partner Jan Burggraaf and banking partner George Link. An Allen & Overy spokesman was not immediately able to provide the names of other attorneys working on the deal. De Brauw was not immediately able to provide the names of attorneys from the firm advising Unit4 on the transaction.

Advent has relied on Allen & Overy on several previous deals, including its acquisition of Dutch talc mineral producer Mondo Minerals from London-based private equity firm HgCapital in July 2011 for an undisclosed amount, and its acquisition of shares of Polish education publisher Wydawnictwa Szkolne i Pedagogiczne in February 2010. Advent tapped Allen & Overy again in October 2006 when it sold its fleet cards provider in the Czech and Slovak Republics to the global fleet card company FleetCor. Fleet cards are a type of payment that can be used to purchase gasoline or diesel fuel.

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