Thoma Bravo, a leading software investment firm, and QAD Inc., a
leading provider of next-generation manufacturing and supply chain
solutions in the cloud, today announced the completion of Thoma
Bravo’s acquisition of QAD for approximately $2 billion in cash.
The transaction was previously announced on June 28, 2021, and
approved by QAD’s stockholders at the Special Meeting of
Stockholders held on November 2, 2021.
Subject to the terms of the definitive merger agreement, QAD
stockholders will receive $87.50 per share of Class A Common Stock
or Class B Common Stock. QAD’s common stock has ceased trading and
will be delisted from the Nasdaq stock market.
“The closing of this transaction is an important milestone in
QAD’s history, and we are excited to begin the next phase of our
company’s evolution,” said Anton Chilton, QAD Chief Executive
Officer. “I am very proud of what QAD has achieved since its
founding and the momentum we’ve built over the last few years. Now,
with Thoma Bravo’s expertise, resources and support, we are
well-positioned to build on that momentum, further expand our reach
and enhance our value proposition for our customers.”
“This is an outstanding opportunity to work with Anton and the
talented QAD team to build on the Company’s strong foundation and
take the business to the next level,” said Scott Crabill, a
Managing Partner at Thoma Bravo. “Through this partnership, we are
committed to investing in QAD’s continued growth, advancing the
Company’s vision and driving sustainable value for all
stakeholders.”
Peter Stefanski, a Principal at Thoma Bravo, added, “The rate of
change that global manufacturers are currently facing has never
been higher. As new partners to QAD, Thoma Bravo is committed to
support the Company in its mission to enable its customers to
rapidly adapt to disruption and to effectively innovate for
competitive advantage.”
Morgan Stanley & Co. LLC served as financial advisor to
QAD’s Special Committee, and Paul, Weiss, Rifkind, Wharton &
Garrison LLP served as the Special Committee’s legal counsel.
Manatt, Phelps & Phillips, LLP served as legal counsel to QAD.
Moelis & Company LLC served as financial advisor and Paul
Hastings LLP served as legal counsel to Pamela Lopker.
Barclays served as financial advisor and Kirkland & Ellis
LLP is serving as legal counsel to Thoma Bravo.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the
world, with more than $83 billion in assets under management as of
June 30, 2021. The firm invests in growth-oriented, innovative
companies operating in the software and technology sectors.
Leveraging the firm's deep sector expertise and proven strategic
and operational capabilities, Thoma Bravo collaborates with its
portfolio companies to implement operating best practices, drive
growth initiatives and make accretive acquisitions intended to
accelerate revenue and earnings. Over the past 20-plus years, the
firm has acquired more than 325 software and technology companies
representing over $100 billion of value. The firm has offices in
Chicago, Miami and San Francisco. For more information, visit
thomabravo.com.
About QAD – Enabling the Adaptive Manufacturing
Enterprise
QAD Inc. is a leading provider of next generation manufacturing
and supply chain solutions in the cloud. Global manufacturers face
ever-increasing disruption caused by technology-driven innovation
and changing consumer preferences. In order to survive and thrive,
manufacturers must be able to innovate and change business models
at unprecedented rates of speed. QAD calls these companies Adaptive
Manufacturing Enterprises. QAD solutions help customers in the
automotive, life sciences, consumer products, food and beverage,
high tech and industrial manufacturing industries rapidly adapt to
change and innovate for competitive advantage.
Founded in 1979 and headquartered in Santa Barbara, California,
QAD has 30 offices globally. Over 2,000 manufacturing companies
have deployed QAD solutions including enterprise resource planning
(ERP), demand and supply chain planning (DSCP), global trade and
transportation execution (GTTE) and quality management system (QMS)
to become an Adaptive Manufacturing Enterprise. To learn more,
visit www.qad.com or call +1 805-566-6100. Find us on Twitter,
LinkedIn, Facebook, Instagram and Pinterest.
“QAD” is a registered trademark of QAD Inc. All other products
or company names herein may be trademarks of their respective
owners.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
All statements and assumptions in this communication that do not
directly and exclusively relate to historical facts could be deemed
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are often identified by the use of words such as
“anticipates,” “believes,” “estimates,” “expects,” “may,” “could,”
“should,” “forecast,” “goal,” “intends,” “objective,” “plans,”
“projects,” “strategy,” “target” and “will” and similar words and
terms or variations of such. These statements represent current
intentions, expectations, beliefs or projections, and no assurance
can be given that the results described in such statements will be
achieved. Such statements are subject to numerous assumptions,
risks, uncertainties and other factors that could cause actual
results to differ materially from those described in such
statements, many of which are outside of the Company’s control.
Important factors that could cause actual results to differ
materially from those described in forward-looking statements
include, but are not limited to, (i) risks related to diverting
management’s attention from the Company’s ongoing business
operations; (ii) various risks related to health epidemics,
pandemics and similar outbreaks, such as the COVID-19 pandemic,
which may have material adverse effects on the Company’s business,
financial position, results of operations and/or cash flows; (iii)
adverse economic, market or geo-political conditions that may
disrupt the Company’s business and cloud service offerings,
including defects and disruptions in the Company’s services,
ability to properly manage cloud service offerings, reliance on
third-party hosting and other service providers, and exposure to
liability and loss from security breaches; (iv) uncertainties as to
demand for the Company’s products, including cloud service,
licenses, services and maintenance; (v) the possibility of pressure
to make concessions on pricing and changes in the Company’s pricing
models; (vi) risks related to the protection of the Company’s
intellectual property; (vii) changes in the Company’s dependence on
third-party suppliers and other third-party relationships,
including sales, services and marketing channels; (viii) changes in
the Company’s revenue, earnings, operating expenses and margins;
(ix) the reliability of the Company’s financial forecasts and
estimates of the costs and benefits of transactions; (x) the
Company’s ability to leverage changes in technology; (xi) risks
related to defects in the Company’s software products and services;
(xii) changes in third-party opinions about the Company; (xiii)
changes in competition in the Company’s industry; (xiv) delays in
sales; (xv) timely and effective integration of newly acquired
businesses; (xvi) changes in economic conditions in the Company’s
vertical markets and worldwide; (xvii) fluctuations in exchange
rates; and (xviii) other factors as set forth from time to time in
the Company’s filings with the SEC, including its Annual Report on
Form 10-K for the fiscal year ended January 31, 2021, as may be
updated or supplemented by any subsequent Quarterly Reports on Form
10-Q or other filings with the SEC. Readers are cautioned not to
place undue reliance on such statements which speak only as of the
date they are made. The Company does not undertake any obligation
to update or release any revisions to any forward-looking statement
or to report any events or circumstances after the date of this
communication or to reflect the occurrence of unanticipated events
except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20211105005529/en/
QAD Inc. Contacts:
Evan Quinn Analyst Relations 617-869-7335
industryanalyst@qad.com
or
Jed Repko / Andrew Siegel / Katie Villany Joele Frank, Wilkinson
Brimmer Katcher 212-355-4449
Thoma Bravo Contacts:
Megan Frank 212-731-4778 mfrank@thomabravo.com
or
Andrew Johnson Finsbury Glover Hering 914-497-5138
andrew.johnson@fgh.com
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