SEATTLE, Oct. 5, 2017 /PRNewswire/ -- Onvia (NASDAQ:ONVI),
the leading provider of sales intelligence and acceleration
technologies for businesses selling to the public sector, today
announced that it has entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Project Diamond Intermediate Holdings
Corp, the parent entity of Deltek, and Deltek, the leading global
provider of enterprise software and information solutions for
government contractors, professional services firms and other
project-based businesses. Under the terms of the Merger
Agreement, Project Diamond Intermediate Holdings Corp will acquire
all of the outstanding shares of Onvia common stock for
$9.00 per share in an all-cash tender
offer. The purchase price represents a 100% premium to
Onvia's last closing stock price of $4.50. The value of the transaction, which
was unanimously approved by Onvia's Board of Directors, is
approximately $70 million.
"We are extremely pleased with this transaction, which we
believe is a winning proposition for all of our stakeholders," said
Van Skilling, Chairman of Onvia, and
Russ Mann, CEO of Onvia. "The
transaction represents a substantial cash premium to our
stockholders and follows a robust process and comprehensive review
of strategic alternatives undertaken by our Board of Directors
earlier this year."
"Further," said Mann, "Deltek is a large and highly regarded
firm in the enterprise software and solution space for
project-based businesses, with complementary product and services
offerings to Onvia's. As part of Deltek, we intend to
focus on innovating and expanding our data and product offerings,
which will benefit our customers, employees and partners."
Transaction Details
The transaction will be completed through an all-cash tender
offer. The Onvia Board of Directors unanimously recommends that
Onvia stockholders tender their shares in the offer.
The transaction is conditioned upon satisfaction of the minimum
tender condition, which requires that shares representing more than
50 percent of Onvia's common shares be tendered and other customary
closing conditions. The transaction is currently expected to close
during the fourth quarter of 2017. Following the transaction, Onvia
will become a privately held company and its common shares will no
longer be listed on any public market.
GCA Advisors, LLC is acting as exclusive financial advisor to
Onvia, and Perkins Coie LLP is serving as legal advisor to Onvia.
Jones Day is serving as legal advisor to Deltek.
About Onvia
Onvia (NASDAQ: ONVI) is the leader in sales
intelligence and acceleration for businesses selling to the public
sector. Onvia provides enterprise, mid-market and small
business customers with the most comprehensive set of federal,
state and local government contracting leads. Clients grow their
sales pipeline with access to bids, RFPs and future spending data,
along with agency contacts, competitor information and market
analytics – all backed by Onvia's smart search
technology, CRM integration and expert support.
https://www.onvia.com
About Deltek
Deltek is the leading global provider of enterprise software and
solutions for government contractors, professional services and
other project-based businesses. For decades, we have delivered
actionable insight that empowers our customers to unlock their
business potential. 22,000 organizations and millions of users in
over 80 countries around the world rely on Deltek to research and
identify opportunities, win new business, recruit and develop
talent, optimize resources, streamline operations and deliver more
profitable projects. Deltek – Know more. Do more.®
www.deltek.com
Important Information
The tender offer for the outstanding common stock of Onvia
referred to in this document has not yet commenced. This
document is not an offer to purchase or a solicitation of an offer
to sell shares of Onvia's common stock. The solicitation and
the offer to purchase shares of Onvia's common stock will only be
made pursuant to an offer to purchase and related materials that
Deltek, Project Diamond Intermediate Holdings Corp. ("Parent") and
Project Olympus Merger Sub, Inc. ("Merger Sub") intend to file with
the Securities and Exchange Commission (the "SEC"). At the
time the tender offer is commenced, Deltek, Parent and Merger
Sub will file a Tender Offer Statement on Schedule TO with the SEC,
and soon thereafter Onvia will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender
offer.
STOCKHOLDERS OF ONVIA ARE ADVISED TO READ THE SCHEDULE TO
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH
RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE
PARTIES THERETO.
Investors may obtain free copies of the Schedule TO and Schedule
14D-9, as each may be amended or supplemented from time to time,
and other documents filed by the parties (when available), at the
SEC's web site at www.sec.gov or by visiting Onvia's
Investor Relations website at ir.onvia.com or by contacting
Cameron Way, Onvia's Chief Financial
Officer by phone at (206) 373-9034 or by e-mail at
investorrelations@onvia.com.
Forward-Looking Statements
This communication contains forward-looking statements in
addition to historical and other information. Onvia uses words such
as "anticipate," "believe," "could," "estimate," "expect,"
"forecast," "intend," "looking forward," "may," "plan,"
"potential," "project," "should," "forecast," "target," "will" and
"would," or any variations of these words, or other words with
similar meanings to or that otherwise, identify forward-looking
statements. All statements that address activities, events,
performance or developments that Onvia intends, expects or believes
may occur in the future are forward-looking statements.
Forward-looking statements may relate to such matters as the tender
offer, the expected timing of its completion and the completion of
the related transactions, the expected benefits of the tender offer
and the related transactions, as well as Onvia's industry, business
strategy, goals, projections and expectations. The following are
some of the factors and uncertainties that could cause actual
future results, performance, condition and events to differ,
including materially, from those expressed in any forward-looking
statements: (1) uncertainties as to the timing of the proposed
transactions relating to the tender offer; (2) the risk that the
proposed transactions, including the tender offer and related
merger, may not be completed in a timely manner or at all; (3)
uncertainties as to the percentage of Onvia's stockholders that
will support the proposed transactions and tender their shares in
the tender offer; (4) the possibility that competing offers or
acquisition proposals for Onvia will be made; (5) the possibility
that any or all of the various conditions to the consummation of
the proposed transactions may not be satisfied or waived; (6) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the agreement and plan of merger
(such as the occurrence of a material adverse effect), including in
circumstances that would require Onvia to pay a termination fee or
other expenses; (7) the effect of the announcement or pendency of
the proposed transactions on Onvia's ability to retain and hire key
personnel, its ability to maintain relationships with its
customers, suppliers and others with whom it does business, and its
operating results and business generally; (8) risks related to
diverting management's attention from Onvia's ongoing business
operations; (9) the risk that stockholder litigation in connection
with the proposed transactions may result in significant costs of
defense, indemnification and liability; (10) effects of changes in
the general business, political and economic climates; and (11)
other factors as set forth from time to time in Onvia's filings
with the SEC, including its Form 10-K for the fiscal year ended
December 31, 2016, subsequent Form
10-Q filings, and other SEC filings. These forward-looking
statements reflect Onvia's expectations as of the date of this
communication. Factors or events that could affect the proposed
transactions or cause actual events, results or performance to
differ, including materially, may emerge from time to time, and it
is not possible for Onvia to predict all of them. Accordingly, no
assurances can be given as to, among other things, whether the
proposed transactions will be completed or if any of the other
events anticipated by the forward-looking statements will occur or
what impact they will have. Any forward-looking statements made by
Onvia in this communication speak only as of the date hereof. Onvia
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
applicable securities laws.
View original content with
multimedia:http://www.prnewswire.com/news-releases/onvia-agrees-to-be-acquired-by-deltek-300531485.html
SOURCE Onvia, Inc.