MILWAUKEE, June 21, 2017 /PRNewswire/ -- ARI Network
Services, Inc. (NASDAQ: ARIS), an award-winning provider of SaaS,
software tools and marketing services that help dealers,
distributors and manufacturers Sell More Stuff!™, has entered into
a definitive agreement to be acquired by an affiliate of True
Wind Capital Management, LLC, a San
Francisco-based private equity firm focused on investing in
leading technology companies.
Under the terms of the agreement, ARI shareholders will receive
$7.10 in cash for each share of ARI
common stock they own. The purchase price represents a premium of
approximately 33% to ARI's average closing price for the period of
60 trading days ending June 20, 2017.
The all-cash transaction represents an enterprise value of
approximately $140 million and has
been unanimously approved by ARI's Board of Directors.
"We are very excited to partner with the True Wind team. This
transaction is the result of an extensive process, and we believe
it represents a great outcome for our shareholders," said
Roy W. Olivier, ARI president and
CEO. "The investment by True Wind positions ARI to accelerate our
pace of innovation and better positions ARI to capitalize on future
growth opportunities."
"ARI is a market leader with an experienced management team. The
Company's mission-critical software, data and digital marketing
solutions provide customers best-in-class technology to run their
businesses," said Adam Clammer,
Founding Partner at True Wind Capital. "True Wind is excited to
partner with ARI and its management team to continue to deliver
innovative solutions and achieve growth potential."
Closing of the deal is subject to customary closing conditions
including the approval of ARI shareholders. The transaction is
expected to close in the third calendar quarter of 2017.
Pacific Crest Securities and Houlihan
Lokey are serving as financial advisors to ARI,
and Godfrey & Kahn S.C. is serving as legal advisor
to ARI. True Wind's legal advisor is Kirkland & Ellis
LLP.
Additional Information and Where to Find It
ARI plans
to file with the Securities and Exchange Commission (the
"SEC") and furnish its shareholders a proxy statement in
connection with the proposed transaction. SHAREHOLDERS OF ARI ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTION THAT ARI WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ARI AND THE TRANSACTION. Investors and shareholders will
be able to obtain free copies of these documents and other
documents filed with the SEC by ARI through the
website maintained by the SEC at www.sec.gov or by
going to ARI's Investor Relations website
at investor.arinet.com and clicking on the "SEC Filings" tab.
This press release is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities,
and it is not a substitute for any proxy statement or other filings
that may be made with the SEC should the transaction proceed.
Participants in the Solicitation
The directors and
executive officers of ARI may be deemed to be
participants in the solicitation of proxies from the shareholders
of ARI in connection with the proposed acquisition.
Information regarding the interests of these directors and
executive officers in the transaction described herein will be
included in the proxy statement described above. Additional
information regarding ARI's directors and executive
officers is also included in ARI's definitive proxy
statement for its 2017 Annual Meeting of Shareholders, which was
filed with the SEC on November 28, 2016. These
documents are available free of charge as described in the
preceding paragraph.
About ARI
ARI Network Services, Inc. (ARI) (NASDAQ:
ARIS) offers an award-winning suite of SaaS, software tools,
and marketing services to help dealers,
equipment manufacturers and distributors in selected vertical
markets Sell More Stuff!™ – online and in-store. Our
innovative products are powered by a proprietary data repository of
enriched original equipment and aftermarket electronic content
spanning more than 17 million active part and accessory SKUs and
750,000 equipment models. Business is complicated, but we
believe our customers' technology tools don't have to be.
We remove the complexity of selling and servicing new and used
vehicle inventory, parts, garments and accessories (PG&A) for
customers in the automotive tire and wheel aftermarket,
powersports, outdoor power equipment, marine, home medical
equipment, recreational vehicles and appliance industries. More
than 23,500 equipment dealers, 195 distributors and 3,360 brands
worldwide leverage our web and eCatalog platforms to Sell More
Stuff!™ For more information on ARI, visit investor.arinet.com.
About True Wind Capital Management, LLC
True Wind
Capital is a San Francisco-based
private equity firm managing $560
million. True Wind is focused on investing in leading
technology companies. True Wind is a value-added partner, providing
support and expertise that is rooted in 50+ years of collective
investing experience. Visit truewindcapital.com for more
information.
Additional Information
- Follow @ARI_Net on Twitter: twitter.com/ARI_Net
- Become a fan of ARI on Facebook: facebook.com/ARInetwork
- Join us on G+: plus.google.com/117293073211296447579
- LinkedIn: linkedin.com/company/ari_2
- Read more about ARI: investor.arinet.com/about-us
Forward-Looking Statements
Certain statements in this
news release contain "forward‐looking statements" regarding future
events, including the transaction, and our future results that are
subject to the safe harbors created under the Private Securities
Litigation Reform Act of 1995. All statements other than statements
of historical facts are statements that could be deemed to be
forward-looking statements. These statements are based on current
expectations, estimates, forecasts, and projects about the markets
in which we operate and the transaction, and the beliefs and
assumptions of our management. Words such as "expects,"
"anticipates," "targets," "goals," "projects", "intends," "plans,"
"believes," "seeks," "estimates," "endeavors," "strives," "may," or
variations of such words, and similar expressions are intended to
identify such forward-looking statements. Readers are cautioned
that these forward‐looking statements are subject to a number of
risks, uncertainties and assumptions that are difficult to predict,
estimate or verify, including but not limited to, (i) the risk
that the proposed acquisition may not be completed in a timely
manner or at all, which may adversely affect ARI's business and the
price of the common stock of ARI, (ii) the failure to satisfy all
of the conditions precedent to the consummation of the proposed
acquisition, including, but not limited to, the required approval
of the stockholders of ARI and the receipt of certain governmental
or regulatory approvals, (iii) the occurrence of any event, change
or other circumstance or condition that could give rise to the
termination of the merger agreement, (iv) the effect of the
announcement or pendency of the transaction on ARI's business
relationships, operating results and business generally, (v) risks
that the proposed transaction disrupts current plans and operations
and the potential difficulties in employee retention as a result of
the transaction, (vi) risks related to diverting management's
attention from ARI's ongoing business operations, (vii) the outcome
of any legal proceedings that may be instituted against us related
to the merger agreement or the acquisition and (viii) such other
risks and uncertainties as identified in ARI's Annual Report on
Form 10-K for the fiscal year ended July 31,
2016, as filed with the SEC. Therefore, actual results may
differ materially and adversely from those expressed in any
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward‐looking statements. The
forward‐looking statements are made only as of the date hereof, and
no person undertakes any obligation to publicly release the result
of any revisions to these forward‐looking statements except as
required by law. For more information, please refer to the
company's filings with the SEC.
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SOURCE ARI Network Services, Inc.