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Published on 12/8/2009 in the Prospect News Special Situations Daily.

QuadraMed to be acquired by private equity firm for $8.50 per share

By Lisa Kerner

Charlotte, N.C., Dec. 8 - QuadraMed Corp. announced it agreed to be acquired by Francisco Partners for $8.50 per share of common stock in an all-cash transaction valued at approximately $126 million.

The per-share offer price is a premium of approximately 32.6% to QuadraMed's closing share price on Monday, according to a QuadraMed news release.

Francisco Partners, a San Francisco-based private equity firm, will also pay $13.7097 per share in cash for QuadraMed's outstanding series A cumulative mandatory convertible preferred stock, according to a QuadraMed news release.

QuadraMed's board of directors has approved the transaction, which is slated to close shortly after stockholders vote at a meeting in the first quarter of 2010.

"After a thorough and careful review of the strategic alternatives available to us, QuadraMed's special committee and board of directors have concluded that this transaction represents the best option to maximize value for our shareholders," QuadraMed chairman James E. Peebles said in the release.

While there is no financing condition to the transaction, Wells Fargo Foothill, part of Wells Fargo & Co., and Silicon Valley Bank have committed to provide debt financing.

Piper Jaffray & Co. acted as QuadraMed's exclusive financial adviser and delivered a fairness opinion to its special committee and its board of directors.

QuadraMed, located in Reston, Va., provides information technology solutions for health-care enterprises primarily in the United States, Puerto Rico, Canada, Saudi Arabia and the United Kingdom.

Acquirer:Francisco Partners
Target:QuadraMed Corp.
Announcement date:Dec. 8
Transaction total:$126 million
Price per share:$8.50
Expected closing:First quarter of 2010
Stock price for target:Nasdaq: QDHC: $6.41 on Dec. 7

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