Quest Software to begin modified Dutch auction tender offer Friday

By Lisa Kerner

Charlotte, N.C., Nov. 6 - Quest Software, Inc. will begin a modified Dutch auction tender offer for up to 9,656,000, or 9.1%, of its common shares on Nov. 7.

The purchase price will not be greater than $14.50 or less than $12.50 per share for a maximum total purchase price of approximately $140 million, a Quest news release said.

Quest closed at $13.32 on Wednesday on the Nasdaq Stock Market.

The offer will remain open for at least 20 business days, Quest said.

According to Quest, the offer is not conditioned on outside financing or upon any minimum number of shares being tendered.

Quest's board of directors and its executive officers do not intend to participate in the tender offer, except for Vincent C. Smith, the executive chairman of the board.

Smith intends to tender 3 million shares at $13.50 each.

On Oct. 8, Quest's board of directors approved an offer to repurchase $135 million to $400 million of the company's common stock, it was previously reported.

The company planned to seek up to $300 million of debt financing to fund a portion of the repurchase. Quest said that if it did not secure the financing, the repurchase would be funded from cash on hand and would likely be nearer to $135 million.

MacKenzie Partners, Inc. is the information agent. The depositary will be Computershare Trust Co., NA.

Quest Software is an enterprise systems management vendor based in Aliso Viejo, Calif.

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