Quest Software (QSFT $27.65 +1.42) announced the receipt of a proposal from a strategic bidder to acquire all of the outstanding shares of Quest common stock for $27.50 per share in cash. The Board, acting through the special committee of independent directors, determined that the proposal constitutes a Superior Proposal, as such term is defined in the Agreement and Plan of Merger dated March 8, 2012, as amended on June 19, 2012, among Quest and affiliates of Insight Venture Management and Vector Capital.
Quest is a party to the Existing Merger Agreement among Quest and the Buyout Group, pursuant to which the Buyout Group has agreed to acquire all of the unaffiliated outstanding shares of Quest for $25.75 per share in cash. In accordance with the Existing Merger Agreement, Quest provided notice to the Buyout Group on Monday, June 25, 2012 of the Board's determination that the proposal from the strategic bidder constitutes a Superior Proposal.






