By Lisa Kerner
Charlotte, N.C., Jan. 12 - An investor group led by Vector Capital will acquire Aladdin Knowledge Systems Ltd. for $11.50 per share in a transaction valued at approximately $160 million.
Vector said it will add Aladdin's DRM and authentication assets under common management with those of Aladdin competitor and Vector subsidiary SafeNet Inc.
The per-share offer price is a premium of about 20% over Aladdin's closing share price on Friday and a premium of about 64% over Aladdin's closing share price on Jan. 5, the last trading day prior to Aladdin's announcement that it was continuing discussions with Vector regarding a possible strategic transaction, a Vector news release said.
According to Vector, the transaction is subject to shareholder approval and other customary closing conditions but is not subject to a financing condition.
Aladdin directors including company chairman and chief executive officer Yanki Margalit entered into a voting agreement for 19% of the outstanding shares and will vote in favor of the deal.
Vector expects to complete the acquisition within the next two to three months.
Wells Fargo Foothill, part of Wells Fargo & Co., has committed to provide debt financing for the transaction.
Previous offers rejected
As previously reported, Aladdin and Vector affiliate Jasmine Holdco LLC had extended their standstill agreement and, as a result, Jasmine withdrew its demand that Aladdin hold an extraordinary meeting of shareholders.
Jasmine was seeking to replace most of Aladdin's board of directors at the meeting that had been scheduled for Oct. 23. The meeting was later cancelled.
In August, Aladdin's board rejected Jasmine's bid to buy the company for $13.00 per share in cash and Jasmine's alternative proposal to buy Aladdin's digital rights management business for between $125 million and $135 million.
Aladdin is a Petach Tikva, Israel-based company that provides security solutions that reduce software theft, authenticate network users and protect against spam and viruses.
| Acquirer: | Vector Capital
|
| Target: | Aladdin Knowledge Systems Ltd.
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| Announcement date: | Jan. 12
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| Transaction total: | $160 million
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| Price per share: | $11.50
|
| Expected closing: | Within two to three months
|
| Stock price for target: | Nasdaq: ALDN: $9.60 on Jan. 9
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