Lexpert Magazine

September 2017

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

Issue link: https://digital.carswellmedia.com/i/864045

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Page 17 of 71

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

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