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Following an offer from a competing entity to acquire Majesco (Morristown, N.J.), Thoma Bravo, L.P. (Chicago) has secured a definitive agreement to acquire the core systems/insurance platform cloud solutions provider through a higher offer. Thoma Bravo’s new offer valued Majesco at $729 million, as opposed to $594 announced July 20. The private equity firm will also give Majesco shareholders $16.00 in cash per share, amended from $13.10. The price represents a premium of approximately 113 percent over Majesco’s average closing price of $7.52 during the 30-trading day period ended July 17, 2020. The companies expect the acquisition to close by the end of 2020.
The proposed merger is subject to the approval of Majesco shareholders and the approval of the shareholders of Majesco’s parent company, Majesco Limited. Majesco’s and Majesco Limited’s Boards of Directors have unanimously approved the merger and recommend that their respective shareholders approve the merger. Majesco Limited’s promoter shareholders have entered into a voting agreement to vote in favor of a transaction with Thoma Bravo and against a competing transaction, which remains in place for a 7-month period following any termination of the transaction documents. Majesco will solicit written consents from its shareholders to approve the Merger Agreement and expects to distribute the consent solicitation statement in August 2020.
Completion of the merger is not subject to a financing condition but is subject to the accuracy of the representations and warranties, performance of the covenants and other agreements included in the Merger Agreement and customary closing conditions for a transaction of this type, including regulatory approvals in the U.S. and India, Majesco notes. Assuming satisfaction of those conditions, the Company expects the merger to close by the end of 2020.
Nomura Securities International, Inc. (New York) is acting as financial advisor to Majesco, and Sheppard, Mullin, Richter & Hampton LLP (Los Angeles) and Khaitan & Co (Bangalore) are acting as legal advisors to Majesco and Majesco Limited, respectively. Kirkland & Ellis LLP (Chicago) and Trilegal (Bangalore) are acting as legal advisor to Thoma Bravo.