Avalara shareholders to receive $93.50 per
share in cash
Avalara to become a private company upon
completion of the transaction
Avalara, Inc. (NYSE: AVLR), a leading provider of tax compliance
automation for businesses of all sizes, today announced it has
entered into a definitive agreement to be acquired by Vista Equity
Partners (“Vista”), a leading global investment firm focused
exclusively on enterprise software, data, and technology-enabled
businesses, in partnership with institutional co-investors.
Under the terms of the agreement, Vista will acquire all
outstanding shares of Avalara common stock for $93.50 per share in
an all-cash transaction valued at $8.4 billion, inclusive of
Avalara’s net debt. The per share purchase price represents a
premium of 27 percent over the Company’s closing share price as of
July 6, 2022, the last trading day prior to media reports regarding
a potential transaction.
Founded in 2004, Avalara’s success is built up on an extensive
partner network; large tax content data and repository to help
customers stay up to date on dynamic tax rules and regulations; and
its cloud-native, end-to-end multi-product tax compliance
portfolio. In partnering with Vista, Avalara will look to build on
its successful platform by refining its go-to-market strategy,
expanding its international workforce, streamlining its systems
architecture, and continuing to pursue value-accretive M&A
opportunities.
"For nearly two decades, Avalara has ambitiously pursued its
vision to automate global compliance, making tax less taxing for
businesses and governments around the world. As a leader in this
category, we believe our continued investment in innovation and
experience is exciting for our customers, partners, and employees.
We are pleased to partner with Vista and will benefit from their
expertise in enterprise software as we build and improve upon our
cloud compliance platform,” said Scott McFarlane, co-founder and
CEO of Avalara.
“Vista has built a reputation as a preferred partner for
founder-led, next-generation software companies,” said Monti
Saroya, Co-Head of Vista’s Flagship Fund and Senior Managing
Director. “We look forward to working with Scott and the entire
Avalara team to advance their vision and continue delivering
innovative solutions to customers.”
“Avalara is a mission-critical platform serving customers in a
variety of end-markets, including retail, manufacturing,
hospitality, and software,” said Adrian Alonso, Managing Director
at Vista. “Avalara’s solutions, its commitment to product
innovation, and its network of extensive partner integrations,
resellers, and accountants make it a true leader in the space.”
Transaction Details
The transaction, which was unanimously approved by the Avalara
Board of Directors, is expected to close in the second half of
2022, subject to customary closing conditions, including approval
by Avalara shareholders and receipt of regulatory approval. Closing
of the transaction is not subject to a financing condition.
Upon completion of the transaction, Avalara’s shares will no
longer trade on the New York Stock Exchange, and Avalara will
become a private company. The company will continue to operate
under the Avalara name and brand.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor to Avalara, and Simpson Thacher & Bartlett LLP and
Perkins Coie LLP are acting as legal counsel.
Kirkland & Ellis LLP is acting as legal counsel for
Vista.
About Avalara
Avalara helps businesses of all sizes get tax compliance right.
In partnership with leading ERP, accounting, ecommerce, and other
financial management system providers, Avalara delivers cloud-based
compliance solutions for various transaction taxes, including sales
and use, VAT, GST, excise, communications, lodging, and other
indirect tax types. Headquartered in Seattle, Avalara has offices
across the U.S. and around the world in Brazil, Europe, and India.
More information at avalara.com.
About Vista Equity Partners
Vista is a leading global investment firm with $96 billion in
assets under management as of March 31, 2022. The firm exclusively
invests in enterprise software, data and technology-enabled
organizations across private equity, permanent capital, credit and
public equity strategies, bringing an approach that prioritizes
creating enduring market value for the benefit of its global
ecosystem of investors, companies, customers and employees. Vista's
investments are anchored by a sizable long-term capital base,
experience in structuring technology-oriented transactions and
proven, flexible management techniques that drive sustainable
growth. Vista believes the transformative power of technology is
the key to an even better future – a healthier planet, a smarter
economy, a diverse and inclusive community and a broader path to
prosperity. Further information is available at
vistaequitypartners.com. Follow Vista on LinkedIn, @Vista Equity
Partners, and on Twitter, @Vista_Equity.
Additional Information and Where to Find It
This communication has been prepared in respect of the proposed
transaction involving Avalara and affiliates of Vista Equity
Partners, and does not constitute a solicitation of any vote or
approval. In connection with the proposed transaction, Avalara will
file a proxy statement on Schedule 14A relating to a special
meeting of its shareholders with the Securities and Exchange
Commission (SEC). Additionally, Avalara may file other relevant
materials in connection with the transaction with the SEC.
Shareholders of Avalara are urged to read carefully and in their
entirety the proxy statement and any other relevant materials filed
or that will be filed with the SEC when they become available
because they contain or will contain important information about
the proposed transaction and related matters. The definitive proxy
statement will be filed with the SEC and mailed or otherwise made
available to Avalara securityholders. Shareholders will be able to
obtain a copy of the proxy statement, as well as other filings
containing information about the transaction that are filed by
Avalara with the SEC, free of charge on EDGAR at www.sec.gov or on
the investor relations page of Avalara’s website at
investor.avalara.com.
Participants in the Solicitation
Avalara and its directors, executive officers, and certain other
members of management and employees of Avalara may be deemed to be
participants in the solicitation of proxies from the shareholders
of Avalara in respect of the proposed transaction. Information
about Avalara’s directors and executive officers is set forth in
the proxy statement for Avalara’s 2022 Annual Meeting of
Shareholders, which was filed with the SEC on April 21, 2022. Other
information regarding the persons who may, under the rules of the
SEC, be considered participants in the proxy solicitation and a
description of their interests will be contained in the proxy
statement and other relevant materials to be filed with the SEC in
respect of the proposed transaction.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this communication may
constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements include, but are not limited
to, statements regarding Avalara’s expectations regarding the
proposed transaction with affiliates of Vista Equity Partners and
the future performance and financial results of Avalara’s business
and other non-historical statements. All statements, other than
statements of historical fact, are statements that could be deemed
forward-looking statements, including statements containing the
words “predicts,” “plans,” “expects,” “anticipates,” “believes,”
“goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,”
“see,” “seek,” “forecast,” and similar words. Avalara cautions
readers of this communication that such “forward looking
statements”, wherever they occur in this communication or in other
statements attributable to Avalara, are necessarily estimates
reflecting the judgment of Avalara’s senior management and are
based on Avalara’s current plans and expectations and involve risks
and uncertainties which are, in many instances, beyond Avalara’s
control, and which could cause actual results to differ materially
from those included in or contemplated or implied by the
forward-looking statements. Such risks and uncertainties include,
among others: (i) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; (ii) the failure to obtain approval of the proposed
transaction by Avalara shareholders; (iii) the failure to obtain
required regulatory approval to the completion of the proposed
transaction or the failure to satisfy any of the other conditions
to the completion of the proposed transaction, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the proposed merger; (iv) the risk that the
proposed merger will not be consummated in a timely manner,
including if the debt and equity financing for the proposed
transaction is not funded in accordance with their respective
terms; (v) the effect of the announcement of the proposed
transaction on the ability of Avalara to retain and hire key
personnel and maintain relationships with its key business partners
and customers, and others with whom it does business, or on its
operating results and businesses generally; (vi) the response of
competitors to the proposed transaction; (vii) risks associated
with the disruption of management’s attention from ongoing business
operations due to the proposed transaction; (viii) the ability to
meet expectations regarding the timing and completion of the
proposed transaction; (ix) significant costs associated with the
proposed transaction; and (x) potential litigation relating to the
proposed transaction; (xi) restrictions during the pendency of the
proposed transaction that may impact Avalara’s ability to pursue
certain business opportunities. Additional factors that could cause
Avalara’s actual outcomes or results to differ materially from
those described in the forward-looking statements can be found in
the “Risk Factors" sections of Avalara’s Annual Report on Form 10-K
for the period ended December 31, 2021 and Quarterly Report on Form
10-Q for the period ended March 31, 2022, as such factors may be
further updated from time to time in Avalara’s other filings with
the SEC. These reports are or will be accessible on the SEC’s
website at www.sec.gov. These factors should not be construed as
exhaustive and should be read in conjunction with the other
cautionary statements that are included in this press release and
in Avalara’s filings with the SEC. As a result of such risks,
uncertainties and factors, Avalara’s actual results may differ
materially from any future results, performance or achievements
discussed in or implied by the forward-looking statements contained
herein. Avalara is providing the information in this communication
as of this date and assumes no obligations to update the
information included in this communication or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Source: Avalara, Inc.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220808005258/en/
For Avalara:
For media inquiries, contact: Tommy Morgan media@avalara.com
540-448-7551
For investor inquiries, contact: Jennifer Gianola
jennifer.gianola@avalara.com 650-499-9837
For Vista Equity
Partners:
For media inquiries, contact: Brian W. Steel, Vista Equity
Partners media@vistaequitypartners.com (512) 730-2400
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