Greenway Medical Technologies, Inc. (NYSE: GWAY) (the “Company” or “Greenway”) and Vista Equity Partners today announced that Crestview Acquisition Corp. has commenced the previously announced tender offer for all of the outstanding shares of common stock of the Company at a price of $20.35 per share, net to the seller in cash without interest. Crestview Acquisition Corp. and its parent company, VCG Holdings, LLC, are affiliated with Vista Equity Partners Fund IV, L.P.
On September 23, 2013, the Company and Vista Equity Partners announced that the Company and affiliates of Vista Equity Partners had entered into a definitive merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, the Company will merge with Crestview Acquisition Corp., and all outstanding shares of the Company’s common stock (other than shares held by VCG Holdings, LLC, Crestview Acquisition Corp., or the Company and shares held by the Company’s stockholders who are entitled to and properly demand and perfect appraisal of such shares pursuant to the applicable provisions of Delaware law) will be automatically cancelled and converted into the right to receive cash equal to the $20.35 offer price per share. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.
After careful consideration, the board of directors of the Company has determined that the merger agreement and the transactions contemplated thereby, including the offer and the merger, are advisable and in the best interests of the Company and its stockholders. Accordingly, the board of directors of the Company has recommended that the Company’s stockholders tender their shares to Crestview Acquisition Corp. pursuant to the offer and, if required by applicable law, vote in favor of the adoption and approval of the merger agreement and the merger.
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