Quest Software Agrees to Increased Offer from Insight Venture Partners and Vector Capital

Quest Software, Inc. says it has entered into an amendment to a previously announced merger agreement with affiliates of Insight Venture Partners to add Vector Capital as a member of the buyout group and for an increase in the offer from $23 per share in cash to $25.75 per share in cash.  According to Quest, the increased purchase price represents a 33% premium to Quest’s closing stock price on the day prior to the announcement of the Insight merger agreement on March 8, 2012.

The transaction as outlined in the amended agreement will be financed through a combination of a $187 million equity commitment from Insight, a $187 million equity commitment from Vector, a rollover of at least 84% of Quest chairman and CEO Vinny Smith’s existing shares and approximately $1.2 billion of debt financing commitments from J.P. Morgan Chase Bank N.A., RBC Capital Markets and Barclays Capital.

Following the unanimous recommendation of the special committee of independent directors established by the board, the board, with the exception of Smith, who recused himself from the vote, approved the amended amended agreement.  In making its recommendation, the special committee consulted with its independent financial advisors and outside legal counsel. In addition, Quest says, the board also determined that another proposal for $25.50 per share submitted by a strategic bidder no longer constituted a “superior proposal.”

In connection with the increased purchase price, Quest says it also agreed in the amended agreement to increase the termination fee payable by the company under certain circumstances (including in the event that the company receives and accepts a proposal that the board determines to be superior to the amended agreement) from $6.3 million to $25 million, as well as an increase in the maximum amount of expense reimbursement payable by the company under certain circumstances from $7 million to $12 million.   

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