Cloud technology firm Actua (ACTA 15.15, +2.90 +23.67%) trades to two year highs this afternoon following last night’s news that the company would sell its three majority-owned businesses for an aggregate of $549 million in cash.
The deals are the result of the Board’s comprehensive review of a range of strategic options to maximize stockholder value, which was undertaken with the support of independent financial and legal advisors. ACTA expects to realize aggregate cash proceeds in the range of between about $472-502 million and does not currently expect to pay material federal taxes in connection with the transactions.
Following the consummation of the transactions, ACTA intends to distribute substantially all of the net proceeds from the transactions to stockholders in one or more distributions. The company would expect a distribution to occur sometime during the first quarter of 2018. The net proceeds from these two transactions represents about $14.35-15.18 per share, or a premium of between about 16-23% over ACTA’s closing stock price on September 22, 2017, the last trading day prior to the announcement of the transactions.
- ACTA entered into a definitive agreement with CVC Growth Fund under which CVC would acquire VelocityEHS, a leading EHS software company, and the company's interest in Bolt Solutions, ACTA’s online insurance service platform, for an aggregate purchase price of $328 million in cash, which is based on a total enterprise value of $354 million, a portion of which will be used to pay the company’s transaction costs. The deal with CVC, which is expected to occur by the end of 2017, is subject to approval by ACTA stockholders and other customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
- ACTA also entered into a definitive agreement with Envestnet (ENV 50.55, +0.65 +1.30%) under which ENV would acquire FolioDynamix, ACTA’s web-based wealth management technology platform, for $195 million in cash, subject to certain adjustments, including a potential downward purchase price adjustment associated with certain closing deliverables and customary adjustments for working capital, cash, debt and transaction costs. A small portion of the proceeds will be held in escrow to satisfy potential indemnification claims. The sale of FolioDynamix is expected to close in the first quarter of 2018.