Charleston, South Carolina-based software company Blackbaud’s board of directors has reviewed and rejected a proposal from Santa Monica-based Clearlake Capital to acquire all Blackbaud’s outstanding shares for $71 per share in cash or approximately $3.8 billion.
Blackbaud said in a statement that the proposal was “highly opportunistic” and that it significantly undervalued the company, adding that a deal would not have been in the best interest of shareholders.
“Clearlake’s unambiguous statement that the firm itself does not need to be an acquirer is an overt attempt to put the company in play opportunistically. Most importantly, the proposal disregards the tangible momentum in Blackbaud’s business that we are confident will drive enhanced value for stockholders,” Andrew M. Leitch, Blackbaud’s chairman of the board, said in a statement.
Clearlake Capital responded to Blackbaud’s initial statement two days later, expressing its disappointment about what it called a “highly attractive acquisition proposal.”
The firm said that Blackbaud’s board, nor its advisors, sought to engage with Clearlake at any time to clarify proposal details that the board deemed to be lacking.
According to Clearlake, it is Blackbaud’s largest stockholder, holding approximately two times the number of shares held by the next largest stockholder and approximately nine times the number of shares held by the Blackbaud directors and officers.
Clearlake said it had “attempted unsuccessfully to engage with the company’s management repeatedly.” “We were informed that the company did not believe it was an appropriate time to engage in a strategic discussion,” Clearlake said in a statement.
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