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 Vista will pay $24 per share in cash for Tibco. That would be a 26
percent premium to the stock's closing price on Sept. 23, the day
before Reuters reported that several private equity suitors,
including Vista, were vying for Tibco.
Shares of Tibco closed 21.2 percent higher at $23.65.
Tibco, following the likes of Compuware and BMC Software, is the
latest enterprise software company to go private. Its board had come
under pressure from activist investors Praesidium Investment
Management Co LLC and Starboard Value LP.
The Palo Alto, California-based company develops software that
companies use in processes such as inventory keeping and
cross-selling products.
Tibco's share price has fallen 25 percent in the last 12 months as
the company's products, including flagship data platform Spotfire,
have come under competitive pressure.
The company, which has been facing declining software revenue, had
been reviewing its strategic options since Aug. 16.
 "As a private company, Tibco will have added flexibility to serve
our customers and execute on our long-term strategy," Chief
Executive Officer Vivek Ranadivé said in a statement.
Vista Equity, a technology-focused shop with $13.5 billion in
capital commitments, is run by CEO Robert Smith and known for its
hands-on approach to running enterprise software companies.
The parties said they expected the deal, which is subject to
approval from shareholders and regulators, to close in the fourth
quarter.
Tibco board member David West said in a statement that the company
had undergone an "extensive process involving a large and diverse
group of strategic and financial buyers."
It will pay a $116.7 million breakup fee to Vista if it decides to
accept a better proposal.
"We think it is highly unlikely that a higher bidder comes in at
this point, given that the search for a buyer has been very public
over the last two months," said Wells Fargo analyst Jason Maynard.
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Founded in 1997 as a subsidiary of Reuters Holdings Plc with backing
from Cisco Systems Inc , Tibco went public in 1999 under CEO
Ranadivé. Thomson Reuters Corp is no longer a material shareholder
in the company.
Ranadivé, a computer scientist from India and owner of basketball's
Sacramento Kings, in 1986 founded Tibco's predecessor, Teknekron
Software Systems Inc, where he spearheaded the automation of Wall
Street's trading floors. Reuters acquired the company in 1994 for
$125.1 million. Ranadivé will stay on as chairman and CEO until
the deal closes, but after that, his future role at the company is
not yet clear, according to a source familiar with the matter.
In June, the company named former senior Hewlett-Packard Co
executive Todd Bradley as president. Bradley left the company on
Sunday, it said in a filing.
Goldman Sachs <GS.N> was Tibco's financial adviser. Vista was
advised by Bank of America Corp, Deutsche Bank, Jefferies, JP Morgan
<JPM.N> and Union Square Advisors. Wilson Sonsini Goodrich & Rosati
was Tibco's legal adviser, while Kirkland & Ellis advised Vista.
JP Morgan and Jefferies will provide debt financing to Vista.
(Reporting by Liana B. Baker; Editing by Ted Kerr, Lisa Von Ahn and
Richard Chang)
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