BURLINGTON, Mass., April 30, 2015 /PRNewswire/ -- ClickSoftware
Technologies Ltd. (NasdaqGS: CKSW) (the "Company"), the leading
provider of automated mobile workforce management and optimization
solutions for the service industry, today announced that it has
signed a definitive agreement to be acquired by private funds
managed by Francisco Partners Management L.P. ("FP" or "Francisco
Partners"), a leading global technology-focused private equity
firm, in an all-cash transaction valued at approximately
$438 million.
Under the terms of the agreement, Francisco Partners will
acquire all of ClickSoftware's outstanding ordinary shares for
$12.65 per share in cash. This
represents a premium of approximately 45% over the average closing
price of the Company's shares on the Nasdaq Global Select Market
during the previous 90 calendar days. The Board of Directors of
ClickSoftware unanimously approved the merger agreement and
recommends that ClickSoftware's shareholders approve the
agreement.
Dr. Moshe BenBassat, Founder and
CEO of ClickSoftware, said, "After a comprehensive evaluation and
review of strategic alternatives designed to enhance shareholder
value, we are confident this agreement represents a favorable
outcome for our shareholders, providing them with immediate,
substantial cash value. Furthermore, we are excited to partner
with Francisco Partners, a firm with an established track record of
working with companies transitioning to Cloud and with companies in
relevant verticals to ClickSoftware. The added flexibility we
will have as a private company, combined with the benefit of FP's
knowledge and domain expertise, will allow us to more effectively
focus on our long-term investment and growth objectives, which will
benefit our employees, customers and partners."
"We are excited to support the continued growth of
ClickSoftware," said Matt Spetzler,
Partner at Francisco Partners. "ClickSoftware is a leader in the
mobile workforce management space, and we look forward to combining
our expertise with its talented team of professionals to further
enhance its Cloud solutions, grow its customer pipeline and further
advance its strategic goals."
The transaction is subject to certain closing conditions,
including approval of the Company's shareholders. The transaction
is not contingent upon receiving third party financing.
ClickSoftware's shareholders will be asked to vote on the proposed
transaction at a special meeting of shareholders that will be held
on a date to be announced. ClickSoftware expects the transaction to
be completed in July 2015. Upon
completion, ClickSoftware will become a privately held
company.
Jefferies LLC is acting as exclusive financial advisor to
ClickSoftware. Amit, Pollak, Matalon & Co. is acting as legal
counsel to ClickSoftware, and Sullivan & Worcester LLP is
acting as U.S. counsel to ClickSoftware.
Barclays Capital Inc. is acting as exclusive financial advisor
and Meitar Liquornik Geva Leshem Tal is serving as legal counsel to
Francisco Partners.
Preliminary First Quarter Results
ClickSoftware today
also announced preliminary results for the first quarter ended
March 31, 2015. Revenue for the first
quarter of 2015 is expected to be in the range of $26 to $27 million. The Company expects to incur
a net operating loss on a GAAP and non-GAAP basis for the first
quarter of 2015.
The above information is preliminary and subject to
ClickSoftware's normal quarter-end accounting process and review,
and after which full results will be available on May 6, 2015.
Additional Information about the Transaction
In
connection with the proposed transaction, the Company will furnish
a proxy statement with the U.S. Securities and Exchange Commission
("SEC"). INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and shareholders may obtain a free copy of the proxy
statement (when available) and other documents filed by
ClickSoftware at the SEC's website at http://www.sec.gov. The proxy
statement (when available) and other relevant documents may also be
available for download on ClickSoftware's Investors section on its
website http://ir.clicksoftware.com, or obtained for free from
ClickSoftware by directing a request to Investor Relations,
ClickSoftware Technologies Ltd., 94 Em-Hamoshavot Road, PO Box
3697, Petach Tikva, Israel 49527,
telephone: +972-3-7659-467.
About ClickSoftware
ClickSoftware (NasdaqGS:
CKSW) is the leading provider of automated mobile workforce
management and service optimization solutions for the enterprise,
both for mobile and in-house resources. As pioneers of the "Service
chain optimization" and "The real-time service enterprise"
concepts, our solutions provide organizations with end-to-end
visibility and control of the entire service management chain by
optimizing forecasting, planning, shift and task scheduling,
mobility and real-time management of resource and customer
communication.
Available via the cloud or on-premise, our products incorporate
best business practices and advanced decision-making algorithms to
manage service operations more efficiently, in a scalable,
integrated manner. Our solutions have become the backbone for many
leading organizations worldwide by addressing the fundamental
question of job fulfillment: Who does What, for Whom, With what,
Where and When.
ClickSoftware is the premier choice for delivering superb
business performance to service sector organizations of all sizes.
The Company is headquartered in the
United States and Israel,
with offices across Europe, and
Asia Pacific. For more
information, please visit http://www.clicksoftware.com. Follow us
on Twitter, the content of which is not incorporated herein by
reference.
To download ClickSoftware's investor relations app, which offers
access to SEC documents, press releases, videos, audiocasts and
more, the content of which is not incorporated herein by reference,
please visit Apple's App Store to download on your iPhone and iPad,
or Google Play for your Android mobile device.
About Francisco Partners
Francisco Partners is
a leading global private equity firm, which specializes in
investments in technology and technology-enabled services
businesses. Since its launch over 15 years ago, Francisco Partners
has raised approximately $10 billion
in capital and invested in more than 150 technology companies,
making it one of the most active and longstanding investors in the
technology industry. The firm invests in transaction values ranging
from $50 million to over $2 billion, where the firm's deep sectorial
knowledge and operational expertise can help companies realize
their full potential.
Safe Harbor for Forward Looking Statements
This press
release contains express or implied forward-looking statements
within the Private Securities Litigation Reform Act of 1995 and
other U.S. Federal securities laws. These forward-looking
statements include, but are not limited to, those statements
regarding the potential acquisition of the Company by Francisco
Partners, including statements regarding the long-term investments,
growth and other benefits, as well as the expected timing of the
proposed merger. And the Company's expectations for revenues and
net operating loss for the first quarter of 2015. Such
"forward-looking statements" involve known and unknown risks,
uncertainties and other factors that may cause actual results or
performance to differ materially from those projected. Achievement
of these results by ClickSoftware may be affected by many factors,
including, but not limited to, risks and uncertainties regarding
the ability to close the proposed transaction on the proposed terms
and within the anticipated time period, or at all, which is
dependent on the parties' ability to satisfy certain closing
conditions, including the approval by the Company's shareholders;
the risk that the benefits of the potential transaction may not be
fully realized or may take longer to realize than expected; the
impact of the proposed transaction on third-party relationships;
actions taken by either of the companies; changes in regulatory,
social and political conditions, as well as general economic
conditions, and completion of the Company's normal quarter-end
accounting process and review for the first quarter of 2015 by the
Company's independent and registered public accounting firm.
The forward-looking statements contained in this press release are
subject to other risks and uncertainties, including those discussed
in the "Risk Factors" section and elsewhere in ClickSoftware's
annual report on Form 20-F for the year ended December 31, 2014 and in subsequent filings with
the Securities and Exchange Commission. Except as otherwise
required by law, ClickSoftware is under no obligation to (and
expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
ClickSoftware
Contact:
|
Investor Relations
Contact:
|
Noa
Schuman
|
Christopher
Harrison
|
Investor
Relations
|
KCSA Strategic
Communications
|
+972-3-7659-467
|
212-896-1267
|
Noa.Schuman@clicksoftware.com
|
charrison@kcsa.com
|
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SOURCE ClickSoftware Technologies Ltd.