18 LEXPERT MAGAZINE
|
SEPTEMBER 2017
BIG DEALS
DEALS ANALYSIS
21
21
Total Deals Published
13
Corporate Finance
21
8
Mergers & Acquisitions
21
7
Cross-border Transactions
21
BIG DEALS
TRANSACTION VITALS
ANNOUNCED: 3/13/2017
CLOSED: 6/13/2017
TECHNIQUE: GOING PRIVATE TRANSACTION
ACQUIRER TYPE: FINANCIAL ACQUIRER
SOUGHT: 100%
SHEVAUN MCGRATH
GOODMANS LLP
(FOR VISTA EQUITY PARTNERS
IN CANADA)
MARTIN LANGLOIS
STIKEMAN ELLIOTT LLP
(FOR D+H CORP. IN CANADA)
Vista Equity Partners (Vista) acquired all of the outstanding shares
of DH Corp. (D+H), by way of a plan of arrangement for $25.50 per
share in cash, for a total enterprise value of approximately $4.8 bil-
lion, including the assumption of D+H's debt.
e acquisition was consummated following overwhelming ap-
proval by D+H's public shareholders and the receipt of regulatory
approvals in Canada, the United States, Austria and South Africa.
e transaction involved approximately US$5.7 billion of new
debt financing to back the
acquisition and refinance
existing D+H and Misys
debt. All of D+H's publicly
traded convertible deben-
tures were redeemed in con-
nection with the acquisition.
D+H is a leading provider of technology solutions to financial in-
stitutions globally. e company, which is headquartered in Toronto,
was founded as Davis & Henderson in 1875.
D+H has transformed its business from a mono-line cheque man-
ufacturing company through a series of strategic acquisitions.
Vista combined D+H with its portfolio company, UK-based, Mi-
sys, which is a leading global soware provider for retail and corpo-
rate banking, lending, treasury and capital markets, investment man-
agement and enterprise risk. In so doing, a diversified global financial
soware provider operating under the new company name Finastra
was created. e new company Finastra is now the third-largest fi-
nancial services technology company in the world, with approxi-
mately 10,000 employees and more than 9,000 customers across 130
countries, including 48 of the top 50 banks globally.
Finastra will provide the broadest portfolio of financial services
soware in the world today—spanning retail banking, transaction
banking, lending, and treasury and capital markets.
Vista was represented by Goodmans LLP with a team led by She-
vaun McGrath. e team from Goodmans included Michelle Vigod
and Vanessa Hui (corporate/M&A), Alan Bowman and Kabir Jamal
(tax), Lisa Mantello (finance), Michael Koch (Investment Canada),
Richard Annan (competition), Amalia Berg (IP), Monique McAli-
ster (pensions & benefits), Joe Conforti (employment) and Tom
Friedland and Peter Kolla (litigation); and in the US by Kirkland &
Ellis LLP. e team from Kirkland included Stuart Casillas, Josh-
ua Zachariah, Daniel Wolf, Gavin Gordon, Carl Bradshaw, Chris
Harding, Adi Herman, Austin Pollet and Giles Clifford (corporate/
M&A), Sonali Jindal (debt financing), and Joshua Korff and David
Curtiss (capital markets).
D+H was represented by Stikeman Elliott LLP with a team that
included Martin Langlois, Mike Devereux, Steven Bennett and Julia
Dmitrijeva (M&A), Justin Parappally and Kelly Niebergall (bank-
ing), Paul Collins and Michael Kilby (regulatory), Eliot Kolers and
Patrick Corney (litigation), Lorna Cuthbert and Kathleen Chevalier
(employment), Natasha vandenHoven (benefits), and Dean Kraus
and Lindsay Gwyer (tax)
D+H was advised in the US by Cravath, Swaine & Moore LLP
with a team led by David Perkins and Erik Tavzel that included
Daniel Cerqueira and Christo-
pher Washington (corporate/
M&A), Stephen Kessing (bank-
ing), Leonard Teti II (tax), Sarah
Colangelo (executive compensa-
tion & benefits) and Margaret
Segall D'Amico (antitrust).
COMPILED BY GENA SMITH
VISTA EQUITY PARTNERS ACQUIRES DH CORP.,
COMBINES IT WITH PORTFOLIO COMPANY MISYS
