BMC Software (NASDAQ: BMC) (“BMC” or “the Company”) today announced that, in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated May 6, 2013, by and among the Company, Boxer Parent Company Inc., a Delaware corporation (“Parent”), and Boxer Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, the Company’s stockholders overwhelmingly voted to approve all of the stockholder proposals required for the proposed merger of Merger Sub with and into the Company, providing for merger consideration of $46.25 per share. Parent was formed by affiliates of investment funds advised by Bain Capital, LLC, Golden Gate Private Equity, Inc., Insight Venture Management, LLC, and a company affiliated with GIC Special Investments Pte Ltd (collectively, “Buyer Group”). “We are excited to achieve the next milestone in this process and are pleased with the outcome of today's vote,” said Bob Beauchamp, chairman and chief executive officer at BMC. “We thank our stockholders for their support and look forward to completing the remaining steps required to close the transaction. We believe this transaction will provide compelling opportunities for the future of BMC, and for our employees and customers around the world.”
In addition to the receipt of stockholder approval of the Merger Agreement, the Board of Directors of the Company has provided its consent (the “Company Consent”) to a rollover contribution by Elliott Associates, L.P. (“Elliott”), a current stockholder of the Company, to Parent of approximately $137 million (the “Elliott Rollover”) at a price which represents a premium to the investment price paid by the members of the Buyer Group. In connection with the Company Consent, Parent, Merger Sub and the Company entered into Amendment No. 1 to the Merger Agreement (the “Amendment”). The Amendment provides that the Company has the right to revoke the Company Consent and terminate Elliott’s rights and obligations to the Company with respect to the Elliott Rollover, in the event the Elliott Rollover (1) will or would reasonably be expected to result in a non-de minimis delay of the consummation of the transactions contemplated by the Merger Agreement, (2) will have or would reasonably be expected to have an adverse impact on the ability of the Company to secure the approval of the Merger Agreement by the Company’s stockholders, or (3) in the event the equity commitment letter entered into by Elliott in connection with the Elliott Rollover is terminated under certain specified circumstances.