With a potential proxy fight looming from two investors, legal software company Epiq Systems Inc. (EPIQ) has agreed to a truce with at least one investor.
But that investor believes the best for the company is still a sale.
Kansas City, Kan.-based Epiq said Monday, Nov. 3, that it had agreed to settle with 16.22% stakeholder St. Denis J. Villere & Co. LLC and add one Villere nominee to its board. Villere, which had vowed to launch a proxy contest against Epiq if it did not heed its Sept. 18 request for board representation, will add Kevin L. Robert, the former CEO of Wolters Kluwer Tax & Accounting, to the company's board.
"We are pleased to have reached this agreement with Villere, a long-term shareholder of the company, and welcome Mr. Robert to the Board," said Tom Olofson, chairman and CEO of Epiq in a statement. "We look forward to benefiting from Mr. Robert's fresh perspective and unique insight as Epiq's Board and management continue to explore a full range of strategic and financial alternatives with the goal of enhancing value for all Epiq shareholders."
While the company may have settled with Villere, the Louisiana mutual fund manager still thinks Epiq should be sold.
"I think all options are on the table. If there is a way we can extract the most value for shareholders, if we can take the company private or sell off assets, I am all for that," said Sandy Villere, by phone Monday. "I think [Robert] is going to add a lot of value to the process and continue to work with the committee on creating shareholder value."
Shortly after Villere's first 13D filing, on Sept. 22, 16.9% shareholder P2 Capital Partners LLC, of New York, launched a $20 per share or $720 million bid for the legal software company.
Epiq rejected that bid and subsequently hired Credit Suisse Securities (USA) LLC to help vet potential bidders. It was already working with Kirkland & Ellis LLP's Richard Porter, Robert Hayward and Kyle Gann on a review.
P2's Jason Carri declined to comment.
Villere previously told The Deal that Epiq could be worth $22 to $24 on the low end, or about 10.5 times its projected Ebitda of $119 million. He said the firm could be worth more, based on past deals, like DTI LLC's Jan. 16 acquisition of Applied Discovery. Although terms of the DTI-Applied deal weren't disclosed, Villere said it was done for about 13.5 times Applied's trailing Ebitda.
"We think if Credit Suisse does their job Epiq won't remain a public company for too much longer," Villere said on Monday.
Other past deals in the sector include: Harvest Partners LP's August 2011 sale of Document Technologies Inc. to OMERS Private Equity, that was completed for about 10 times Ebitda, and Symantec Corp.'s (SYMC) - Get Report May 2011 deal to acquire Clearwell Systems, Inc., an eDiscovery company, for $390 million, or about 13 times trailing Ebitda.
Industry sources have told The Deal that no logical strategic buyer exists for Epiq as a whole and that private equity is a prime candidate to take the company private and break up its various lines of business.
Part of Epiq's business is providing services and software to bankruptcy lawyers while its eDiscovery operation helps law firms synthesize large amounts of data into succinct reports. Epiq also provides solutions and software to class-action litigation clients.
All these various competencies, however, are lumped into two reporting segments — either technology, or bankruptcy and settlement administration.
Sources suggested that if the company is taken private it could hive off pieces to concentrate on eDiscovery, which is a less cyclical business than its bankruptcy operations that depend heavily on the volume of cases brought to the courts. Another option would be to retain the bankruptcy business, which is a better fit for the private company structure due to its cyclical nature, and sell off the eDiscovery business to a strategic acquirer that could squeeze out better margins, the analyst noted.
Its only pure-play public competitor is FTI Consulting Inc. (FCN) - Get Report , although other businesses operate in the sectors. Those rivals with competing products include Xerox Corp. (XRX) - Get Report , Reed Elsevier NV (ENL) , Navigant Consulting Inc. (NCI) - Get Report , Huron Consulting Group (HURN) - Get Report , Alphen aan den Rijn, South Holland-based Wolters Kluwer NV and Australia's ComputerShare Ltd.
St. Denis is being advised by John Anjier of New Orleans-based law firm Liskow & Lewis.
Epiq was up nearly 3% Monday, or 48 cents, to close at $16.52 per share. The company has a market capitalization of about $601 million.
An Epiq spokesman declined to comment beyond Monday's statement.