Vista Equity Partners Combines DH Corporation with Misys, Creating a New Global FinTech Leader for $4.8 Billion
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Goodmans represented Vista Equity Partners ("Vista") in its acquisition of all of the outstanding shares of Toronto-based DH Corporation (TSX: DH) ("D+H"), a leading provider of technology solutions to financial institutions globally, by way of a plan of arrangement for $25.50 per share in cash, for a total enterprise value of approximately $4.8 billion, including the assumption of D+H’s debt.
The acquisition was consummated following overwhelming approval by D+H’s public shareholders and the receipt of regulatory approvals in Canada, the United States, Austria and South Africa.The transaction involved new debt financing to back the acquisition and refinance existing D+H and Misys debt. The financing was in the form of (i) a 1st lien credit agreement provided by Morgan Stanley Senior Funds, Inc. as Agent and (ii) a secured lien credit agreement provided by Barclays Bank PLC. All of D+H’s publicly-traded convertible debentures were redeemed in connection with the acquisition.
Vista combined D+H with its portfolio company, United Kingdom-based, Misys, a leading global software provider for retail and corporate banking, lending, treasury and capital markets, investment management and enterprise risk, creating a diversified global financial software provider operating under the new company name Finastra. Finastra is now the third largest financial services technology company in the world, with approximately 10,000 employees and over 9,000 customers across 130 countries, including 48 of the top 50 banks globally. Finastra will provide the broadest portfolio of financial services software in the world today—spanning retail banking, transaction banking, lending, and treasury and capital markets.