Deal in focus: Advent offers €1bn to take Unit4 private

The take-private landscape in Benelux is experiencing a fresh wave of interest from its private equity players, particularly those active in the Netherlands. One of the latest in a string of take-private deals across the region is Advent International's offer to delist Unit4.

The transaction, once finalised, looks set to be the region's largest acquisition of the year in terms of enterprise value, according to unquote" data, valuing Unit4 at a hefty €1.28bn.

Advent is understood to have first approached Unit4 with a possible takeover offer in the summer. With the exponential rise of the software-as-a-service (SaaS) industry, the firm believes that Unit4 is in pole position to thrive as a SaaS vendor.

Once it has controlling ownership of the company, Advent intends to accelerate Unit4's transition to SaaS and expand the business's global presence by entering new markets, as well as strengthening its place in its existing markets.

Unit4 announced it was in talks with GPs regarding a potential takeover last month, as reported by unquote". At the time, the company stated that interested parties had offered up to €35 per share, giving Unit4 the slightly lower enterprise value of €1.04bn.

Advent's offer includes all issued and outstanding ordinary shares in Unit4 – around 29.7 million units – at a price of €38.75 apiece. The offer price represents a premium of 32.4% on the closing price of Unit4's shares on 11 October 2013.

The GP will part-finance the offer with €605m in secured third-party debt from a syndicate of lenders. The remaining funds will be provided as equity by the firm.

Advent also plans on potentially providing Unit4 with additional funding in the future to finance acquisitions, it is understood. The firm will support the growth of the company both organically and acquisitively through bolt-ons.

The GP is aiming to delist Unit4 via the newco Al Avocado. The company floated on the NYSE Euronext Amsterdam in 1998.

The deal is just one of several take-privates that have recently been executed or are currently in the pipeline in Benelux. Bencis Private Equity announced plans to execute a take-private deal on Xeikon for an enterprise value of €168m in October, while Dutch inland shipping group Hes Beheer revealed in November it has entered exclusive negotiations with Riverstone Europe's Hestya Energy. Hestya's proposed takeover price would value Hes Beheer at €407.24m.

Measuring Unit4
Unit4 was founded in 1980 and is headquartered in Sliedrecht with several international offices. The company employs 4,300 staff and recorded turnover of €469.8m in 2012 as well as an EBITDA of €86.2m, up 5.4% and 3.2% on 2011 figures respectively.

The company develops business software and provides a range of support services for its customers. Unit4's software can be deployed either through the cloud or on premises and is designed to minimise costs and provide simpler, faster solutions to the public and commercial sectors.

Chris Ouwinga and José Duarte are joint CEOs of Unit4, while Ouwinga is also the company's president. In January next year, Ouwinga will take up the position of non-executive director and chairman of Unit4's supervisory board, with Duarte becoming sole CEO.

Advent managing partner Fred Wakeman and directors John Woyton and Bram Grimmelt will be joining Unit4's board as non-executive directors.

People
Advent International – Fred Wakeman, John Woyton, Bram Grimmelt.

Advisers
Equity – Goldman Sachs International (Corporate finance); Allen & Overy (Legal); Marlborough Partners (Debt); Deloitte (Financial due diligence, tax); Bain & Co (Commercial due diligence).
Company – ING Corporate Finance (Corporate finance); Oppenheimer Europe (Corporate finance); De Brauw Blackstone Westbroek (Legal).

This deal was originally covered on 18 November 2013

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• Topics
• Benelux
• Buyouts
• Technology
• Advent International
• Netherlands
• Take Private