Acquisition Of BMC Software, Inc. By A Private Investment Group Led By Bain Capital And Golden Gate Capital Together With GIC Special Investments Pte Ltd And Insight Venture Partners May Not Be In The Best Interests Of BMC Shareholders
SAN DIEGO and HOUSTON, May 7, 2013 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the acquisition of BMC Software, Inc. (NASDAQ: BMC) by a private investment group. On May 6, 2013, BMC announced that it had entered into a definitive merger agreement whereby BMC shareholders will receive $46.25 in cash for each share.
The Board of Directors' Actions May Prevent BMC Shareholders from Receiving Maximum Value for Their Stock
Robbins Arroyo LLP's investigation focuses on whether the board of directors at BMC is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger or whether they are seeking to benefit themselves.The $46.25 merger consideration represents a premium of only 1.83% based on BMC's closing price on May 3, 2013, the last trading day prior to the merger announcement. Further, the $46.25 offer price is substantially below the target price of $50.00 set by an analyst at Susquehanna Financial Group on January 29, 2013, a target price of $48.00 set by an analyst at Jeffries on May 10, 2012, and a target price of $47.00 set by an analyst at RBC Capital Markets on January 29, 2013. Moreover, BMC has traded above the offer price as recently as April 3, 2013, reaching a high of $46.30.
Is the Acquisition Best for BMC and Its Shareholders? On January 28, 2013, BMC released its fiscal 2013 third quarter financial results reflecting record performance for total revenue, maintenance revenue, and professional services revenue. Specifically, BMC reported third quarter total revenue of $580.2 million, including maintenance revenue of $288.7 million, and professional services revenue of $59.2 million. Further, BMC reported that its SaaS business customers and revenue more than doubled over the previous year, growing to approximately 550 active customers. In announcing these results, Bob Beauchamp, BMC's Chairman and CEO, stated, "BMC Software's strategy, our target markets, our position in those markets, and our product and technology leadership continue to present significant opportunities for our company and our shareholders." Given these facts, the firm is examining the board of directors' decision to sell BMC now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.
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