Upon closing, GTY Technology Holdings Inc. will operate as a
privately held company with a continued focus on providing cloud
software solutions for the public sector
GTY Technology Holdings Inc. (NASDAQ: GTYH) (“GTY” or the
“Company”), a leading provider of cloud software solutions for the
public sector, today announced it has entered into a definitive
agreement to be acquired by GI Partners (“GI”), a leading private
investment firm. Upon completion of the transaction, GTY will
become a privately held company.
Under the terms of the agreement, GTY shareholders will receive
upon consummation of the transaction $6.30 in cash for each share
of GTY common stock that they hold. The purchase price provides
substantial value to GTY’s existing shareholders and represents a
123% premium over the closing share price on April 28, 2022, the
last full trading day prior to the transaction announcement, and a
57% premium over the 90-day volume-weighted average closing share
price through April 28, 2022.
The investment by GI Partners will support GTY’s strong momentum
in the public sector technology market as the Company increases
investments in sales, marketing and technology innovation to
accelerate growth.
“GI Partners has an excellent track record of supporting and
adding value to leading software companies, and we are delighted to
bring on a partner of GI Partners’ caliber,” said TJ Parass, CEO of
GTY. “This transaction will provide immediate and substantial value
to GTY shareholders. The Company will have greater flexibility to
focus on executing our strategy, and we are excited to begin our
long-term partnership with GI Partners.”
“We at GI believe GTY has developed outstanding products across
its segments and a well-earned reputation for quality and
innovation. We are impressed by the team’s commitment to solve some
of governments’ most pressing problems,” said Travis Pearson,
Managing Director and Co-Head of Private Equity at GI Partners.
Sendil Rajendran, Managing Director at GI Partners, added, “We
see opportunities for GTY to continue to accelerate organic growth
through a number of exciting initiatives where GI has deep
experience. We look forward to working with management to continue
innovating and delivering value to its customers.”
GTY’s Board of Directors has unanimously approved the
transaction and recommends that GTY’s shareholders vote in favor of
the transaction at the special meeting of GTY shareholders to be
called in connection with the transaction. A special meeting of
GTY’s shareholders will be held as soon as practicable following
the filing of a definitive proxy statement with the U.S. Securities
and Exchange Commission (“SEC”) and subsequent mailing to GTY’s
shareholders.
Terms
GTY shareholders will receive $6.30 per share in cash upon the
closing. The transaction is currently expected to close in the
third quarter of 2022 following receipt of applicable regulatory
approvals and the satisfaction of other customary closing
conditions, including approval by GTY’s shareholders.
For further information regarding the terms and conditions of
the definitive merger agreement, please see GTY’s Current Report on
Form 8-K, which will be filed in connection with the
transaction.
Advisors
Credit Suisse is acting as exclusive financial advisor to GTY
and Davis Graham & Stubbs is serving as GTY’s legal advisor.
Goldman Sachs & Co. LLC is acting as financial advisor to GI
Partners and Ropes & Gray is serving as legal advisor to GI
Partners.
About GTY Technology Holdings Inc.
GTY brings leading public sector technology companies together
to achieve a new standard in stakeholder engagement and resource
management. Through its six business units, GTY offers an intuitive
cloud-based suite of solutions for state and local governments,
education institutions, and healthcare organizations spanning
functions in procurement, payments, grant management, budgeting,
and permitting: Bonfire provides strategic sourcing and procurement
software to enable confident and compliant spending decisions;
CityBase provides government payment solutions to connect
constituents with utilities and government agencies; eCivis offers
a grant management system to maximize grant revenues and track
performance; OpenCounter provides user-friendly software to guide
applicants through complex permitting and licensing procedures;
Questica offers budget preparation and management software to
deliver on financial and non-financial strategic objectives; Sherpa
provides public-sector budgeting software and consulting
services.
About GI Partners
Founded in 2001, GI Partners is a private investment firm with
over 125 employees and offices in San Francisco, New York, Chicago,
Greenwich, and Scottsdale. The firm has raised over $32 billion in
capital from leading institutional investors around the world to
invest in private equity, real estate, and data infrastructure
strategies. The private equity team invests primarily in companies
in the healthcare, IT infrastructure, services, and software
sectors. The real estate team focuses primarily on technology and
life sciences properties as well as other specialized real estate
sectors and strategies. The data infrastructure team invests
primarily in hard asset infrastructure businesses underpinning the
digital economy. For more information, please visit
www.gipartners.com.
Additional Information and Where to Find It
In connection with the proposed acquisition of GTY (the
“Transaction”), GTY plans to file a proxy statement (the
“Transaction Proxy Statement”) with the SEC in connection with the
solicitation of proxies to approve the Transaction. Promptly after
filing the definitive Transaction Proxy Statement with the SEC, GTY
will mail the definitive Transaction Proxy Statement and proxy card
to each shareholder entitled to vote at the special meeting to
consider the Transaction. SHAREHOLDERS ARE URGED TO READ THE
TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT GTY WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Shareholders may obtain, free of
charge, the preliminary and definitive versions of the Transaction
Proxy Statement, any amendments or supplements thereto, and any
other relevant documents filed by GTY with the SEC in connection
with the Transaction at the SEC’s website (http://www.sec.gov).
Copies of GTY’s definitive Transaction Proxy Statement, any
amendments or supplements thereto, and any other relevant documents
filed by GTY with the SEC in connection with the Transaction will
also be available, free of charge, at GTY’s website
(https://gtytechnology.com/about/investor-materials) or by writing
to GTY, Attention: Investor Relations, 800 Boylston Street, 16th
Floor, Boston, Massachusetts, 02199.
Participants in the Solicitation
GTY, its directors and certain executive officers may be deemed
to be participants in the solicitation of proxies from shareholders
in connection with the Transaction. Additional information
regarding such participants, including their direct or indirect
interests, by security holdings or otherwise, will be included in
the Transaction Proxy Statement and other relevant documents to be
filed with the SEC in connection with the Transaction. Information
about GTY’s directors and executive officers and their ownership of
GTY’s common shares is set forth in the definitive proxy statement
for GTY’s 2022 annual meeting of shareholders filed with the SEC on
April 28, 2022. Free copies of these documents may be obtained as
described in the preceding paragraph.
Forward-Looking Statements
This communication contains forward-looking statements that
involve risks and uncertainties, including statements regarding:
the Transaction, including the expected timing of the closing of
the Transaction; considerations taken into account by GTY’s Board
of Directors in approving the Transaction; and expectations for GTY
following the closing of the Transaction. If any of these risks or
uncertainties materialize, or if any of GTY’s assumptions prove
incorrect, GTY’s actual results could differ materially from the
results expressed or implied by these forward-looking statements.
Additional risks and uncertainties include those associated with:
the possibility that the conditions to the closing of the
Transaction are not satisfied, including the risk that required
approvals from GTY’s shareholders for the Transaction or required
regulatory approvals to consummate the Transaction are not
obtained; potential litigation relating to the Transaction;
uncertainties as to the timing of the consummation of the
Transaction; the ability of each party to consummate the
Transaction; possible disruption related to the Transaction to
GTY’s current plans and operations, including through the loss of
customers and employees; and other risks and uncertainties detailed
in the periodic reports that GTY files with the SEC, including
GTY’s Annual Report on Form 10-K filed with the SEC on February 18,
2022, which may be obtained on the investor relations section of
GTY’s website (https://gtytechnology.com/about/investor-materials).
All forward-looking statements in this communication are based on
information available to GTY as of the date of this communication,
and GTY does not assume any obligation to update the
forward-looking statements provided to reflect events that occur or
circumstances that exist after the date on which they were made,
except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220429005162/en/
GTY Company: Investor Relations ir@gtytechnology.com
877-465-3200
GI Partners: Chris Tofalli Chris Tofalli Public Relations LLC
914-834-4334 chris@tofallipr.com
Gretchen Robinson GI Partners GRobinson@gipartners.com
GTY Technology (NASDAQ:GTYH)
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