BMC Going Private In $6.9 Billion Deal


BMC Software is being taken private in a deal valued at approximately $6.9 billion, the company said Monday.

Houston-based BMC said it has signed a definitive agreement to be acquired by a private investor group led by Bain Capital and Golden Gate Capital, along with GIC Special Investments and Insight Venture Partners.

Under the deal, investors will pay $46.25 per share in cash for BMC's outstanding shares for the total acquisition price of approximately $6.9 billion. The company expects the deal to close later this year. It requires approval from BMC shareholders and is subject to regulatory approvals.

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Reports began circulating in March that BMC, a developer of data center, network and application management tools, could be acquired by private investors.

"After a thorough review of strategic alternatives, the BMC board of directors is pleased to reach this agreement, which provides shareholders with immediate and substantial cash value, as well as a premium to our unaffected share price," said Bob Beauchamp, chairman and CEO of BMC, in a statement.

"BMC believes the opportunity to become a private company will provide additional flexibility and position us to invest more strategically to drive powerful innovation and deliver cutting-edge customer solutions. We look forward to working closely with all parties to complete this transaction and enter into our next chapter of growth and industry leadership," Beauchamp said in the statement.

Last year BMC came under pressure to sell itself from activist hedge fund Elliott Management, which owns 9.6 percent of BMC stock. Elliott Management put pressure on the company's board, arguing that BMC management was missing an opportunity to expand into Web-based software.

BMC said Monday that Elliott Management has agreed to vote its shares in favor of the sale.

For its fiscal third quarter ended Dec. 31, BMC reported sales of $580.2 million, up nearly 6 percent from the same period one year earlier, while earnings declined 11.3 percent to $106.3 million. The company is scheduled to release results for its fiscal 2013 fourth quarter on or before May 7, the company said.

PUBLISHED MAY 6, 2013