Solera Holdings, parent company to LYNX Services, GTS and Glaxis, is moving forward with its plan to go private. It has scheduled a special stockholders meeting for December 8, 2015 at 8 a.m. Central Time, at the Grand Hyatt DFW at Dallas/Fort Worth International Airport to hold a vote on the deal.
Vista Equity Partners, Koch Industries and Goldman, Sachs & Co., plan to acquire 100 percent of the outstanding shares of Solera common stock for $55.85 per share in cash. Though there were rumors that another company considered an offer for Solera Holdings that topped Vista Equity Partners deal, this has not come to fruition. KGCI LLC, a subsidiary of Koch Industries Inc., is the largest individual shareholder of Guardian Industries.
“A special committee of our board of directors comprised entirely of independent and disinterested directors, which we refer to as the ‘special committee,’ reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger,” Tony Aquila, CEO and founder, writes in a letter to stockholders, which was filed with the U.S. Securities and Exchange Commission (SEC).
“The special committee unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, the company and its stockholders, and recommended that the board of directors approve and declare advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and recommend that our stockholders adopt the merger agreement,” according to the letter.
Only stockholders of record at the close of business on October 26, 2015 are entitled to vote at the special meeting.
If the deal closes, the company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act. It will no longer file periodic reports with the SEC.
“Assuming timely receipt of required regulatory approvals and satisfaction of other closing conditions, including approval by our stockholders of the proposal to adopt the merger agreement, we expect the merger to be completed no later than the first calendar quarter of 2016,” according to the company’s SEC filing.
To view the SEC filing, click here.