Bazaarvoice, Inc. (Nasdaq: BV), a provider of consumer-generated content (CGC), advertising, and personalization solutions, today announced that it has entered into a definitive agreement to be acquired by entities affiliated with the global investment firm, Marlin Equity Partners.
Under the terms of the agreement, Marlin will acquire each share of outstanding common stock of Bazaarvoice in exchange for $5.50 in cash for a total value of approximately $521 million. This price represents an 18% premium to the average closing price of Bazaarvoice common stock for the 30-calendar day period ending November 24, 2017. Upon completion of the transaction, Bazaarvoice will become a privately-held company.
“The Board of Directors appreciates the patience that our stockholders have shown as we’ve worked to improve our business and operations,” said Tom Meredith, chairman of the board. “The Board ultimately decided, after extensive engagement with stockholders and an extended and thorough process, that Marlin’s offer to acquire Bazaarvoice is the best way to maximize value for our stockholders.”
“We are pleased to announce this transaction which enables our stockholders to realize immediate cash value at a premium and provides Bazaarvoice with the operational flexibility it needs to continue its strategic vision,” said Gene Austin, Bazaarvoice’s chief executive officer and president.
“This transaction represents a unique opportunity to invest in a leading provider of consumer generated content applications and data offerings,” said Nathan Pingelton, a principal at Marlin. “We are excited to partner with the entire Bazaarvoice team to build upon the company’s success and support their long-term objectives of continued revenue growth and product innovation.”
Bazaarvoice will maintain its headquarters in Austin, Texas. The closing of the transaction is subject to customary closing conditions, including regulatory approvals and the affirmative vote by a majority of the votes cast by the holders of Bazaarvoice common stock at a to-be-scheduled special meeting of stockholders. The transaction is expected to close in the first quarter of calendar 2018.
As a result of the announced sale of the company, Bazaarvoice will not be hosting the conference call previously scheduled for Wednesday, November 29, 2017 to discuss its fiscal second quarter 2018 financial results.
GCA Advisors, LLC is acting as exclusive financial advisor and DLA Piper LLP (US) is serving as legal advisor to Bazaarvoice. Marlin’s legal advisor is Schulte Roth & Zabel LLP.