Duck Creek Technologies (NASDAQ: DCT), the intelligent
solutions provider defining the future of property and casualty
(P&C) insurance, today announced the expiration of the
30-day “go-shop” period under the terms of the previously announced
definitive merger agreement, pursuant to which Vista Equity
Partners (“Vista”), a leading global investment firm focused
exclusively on enterprise software, data and technology-enabled
businesses, will acquire Duck Creek for $19.00 per share, in an
all-cash transaction valued at approximately $2.6 billion. The
“go-shop” period expired at 11:59 p.m. (Eastern Time) on February
7, 2023.
Pursuant to the merger agreement, Duck Creek and
its representatives had the right to actively solicit and consider
alternative acquisition proposals from third parties during the
“go-shop” period. Duck Creek did not receive any alternative
acquisition proposals from any third party during the “go-shop”
period.
The transaction is expected to close in the first
half of 2023, subject to the satisfaction of customary closing
conditions, including approval by Duck Creek’s stockholders and
U.S. antitrust clearance. Upon completion of the transaction, Duck
Creek’s common stock will no longer be publicly listed, and Duck
Creek will become a privately held company.
About Duck Creek
Technologies
Duck Creek Technologies (NASDAQ: DCT) is the
intelligent solutions provider defining the future of the
property and casualty (P&C) and general insurance industry. We
are the platform upon which modern insurance systems are built,
enabling the industry to capitalize on the power of the cloud to
run agile, intelligent, and evergreen operations. Authenticity,
purpose, and transparency are core to Duck Creek, and we believe
insurance should be there for individuals and businesses when,
where, and how they need it most. Our market-leading solutions are
available on a standalone basis or as a full suite, and all
are available via Duck Creek OnDemand.
Visit www.duckcreek.com to learn more. Follow Duck Creek
on our social channels for the latest information
– LinkedIn and Twitter.
About Vista Equity Partners
Vista is a leading global investment firm with
more than $95 billion in assets under management as of September
30, 2022. The firm exclusively invests in enterprise software, data
and technology-enabled organizations across private equity,
permanent capital, credit and public equity strategies, bringing an
approach that prioritizes creating enduring market value for the
benefit of its global ecosystem of investors, companies, customers
and employees. Vista's investments are anchored by a sizable
long-term capital base, experience in structuring
technology-oriented transactions and proven, flexible management
techniques that drive sustainable growth. Vista believes the
transformative power of technology is the key to an even better
future – a healthier planet, a smarter economy, a diverse and
inclusive community and a broader path to prosperity. Further
information is available at vistaequitypartners.com. Follow Vista
on LinkedIn, @Vista Equity Partners, and on
Twitter, @Vista_Equity.
Cautionary Statement Regarding
Forward-Looking Statements
This communication includes certain disclosures
which contain “forward-looking statements” within the meaning of
the federal securities laws, including but not limited to those
statements related to the merger, including financial estimates and
statements as to the expected timing, completion and effects of the
merger. You can identify forward-looking statements because they
contain words such as “expect,” “believe,” “target,” “project,”
“goals,” “estimate,” “potential,” “predict,” “may,” “will,”
“might,” “could,” “forecast,” “outlook” and variations of these
terms or the negative of these terms and similar expressions.
Forward-looking statements, including statements regarding the
merger, are based on Duck Creek’s current expectations and
assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that may differ materially from those
contemplated by the forward-looking statements, which are neither
statements of historical fact nor guarantees or assurances of
future performance.
Important factors, risks and uncertainties that
could cause actual results to differ materially from such plans,
estimates or expectations include but are not limited to: (i) the
completion of the merger on the anticipated terms and timing,
including obtaining required stockholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the
merger; (ii) potential litigation relating to the merger that could
be instituted against Duck Creek (the “Company”) or its directors,
managers or officers, including the effects of any outcomes related
thereto; (iii) the risk that disruptions from the merger (including
the ability of certain customers to terminate or amend contracts
upon a change of control) will harm the Company’s business,
including current plans and operations, including during the
pendency of the merger; (iv) the ability of the Company to retain
and hire key personnel; (v) potential adverse reactions or changes
to business relationships resulting from the announcement or
completion of the merger; (vi) legislative, regulatory and economic
developments; (vii) potential business uncertainty, including
changes to existing business relationships, during the pendency of
the merger that could affect the Company’s financial performance;
(viii) certain restrictions during the pendency of the merger that
may impact the Company’s ability to pursue certain business
opportunities or strategic transactions; (ix) unpredictability and
severity of catastrophic events, including but not limited to acts
of terrorism, outbreaks of war or hostilities or the COVID-19
pandemic, as well as management’s response to any of the
aforementioned factors; (x) the possibility that the merger may be
more expensive to complete than anticipated, including as a result
of unexpected factors or events; (xi) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger, including in circumstances requiring the
Company to pay a termination fee; (xii) those risks and
uncertainties set forth under the headings “Special Note Regarding
Forward Looking Statements” and “Risk Factors” in the Company’s
most recent Annual Report on Form 10-K, as such risk factors may be
amended, supplemented or superseded from time to time by other
reports filed by the Company with the Securities and Exchange
Commission (the “SEC”) from time to time, which are available via
the SEC’s website at www.sec.gov; and (xiii) those risks that will
be described in the proxy statement that will be filed with the SEC
and available from the sources indicated below.
These risks, as well as other risks associated
with the merger, will be more fully discussed in the proxy
statement that will be filed with the SEC in connection with the
merger. There can be no assurance that the merger will be
completed, or if it is completed, that it will close within the
anticipated time period. These factors should not be construed as
exhaustive and should be read in conjunction with the other
forward-looking statements. The forward-looking statements relate
only to events as of the date on which the statements are made. The
Company does not undertake any obligation to publicly update or
review any forward-looking statement except as required by law,
whether as a result of new information, future developments or
otherwise. If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be
incorrect, our actual results may vary materially from what we may
have expressed or implied by these forward-looking statements. We
caution that you should not place undue reliance on any of our
forward-looking statements. You should specifically consider the
factors identified in this communication that could cause actual
results to differ. Furthermore, new risks and uncertainties arise
from time to time, and it is impossible for us to predict those
events or how they may affect the Company.
Important Additional Information and
Where to Find It
This communication is being made in connection
with the merger. In connection with the merger, the Company plans
to file a proxy statement and certain other documents regarding the
merger with the SEC. The definitive proxy statement (if and when
available) will be mailed to stockholders of the Company. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT THAT WILL BE FILED WITH THE SEC (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders will be able
to obtain, free of charge, copies of such documents filed by the
Company when filed with the SEC in connection with the merger at
the SEC’s website (http://www.sec.gov). In addition, the Company’s
stockholders will be able to obtain, free of charge, copies of such
documents filed by the Company at the Company’s website
(https://ir.duckcreek.com). Alternatively, these documents, when
available, can be obtained free of charge from the Company upon
written request to the Company at 22 Boston Wharf Road, Floor 10,
Boston, Massachusetts 02210.
Participants in the
Solicitation
The Company and certain of its directors,
executive officers and other employees may be deemed to be
participants in the solicitation of proxies from stockholders of
the Company in connection with the merger. Additional information
regarding the identity of the participants, and their respective
direct and indirect interests in the merger, by security holdings
or otherwise, will be set forth in the proxy statement and other
relevant materials to be filed with the SEC in connection with the
merger (if and when they become available). You may obtain free
copies of these documents using the sources indicated above.
Contacts For Duck Creek
Investor Contact:Brian Denyeau
ICR 646 277 1251 Brian.denyeau@icrinc.com
Media Contacts:Drake
Manningdrake.manning@duckcreek.com
Carley Bunchcarley.bunch@duckcreek.com
Contacts For Vista Equity
PartnersBrian W. Steelmedia@vistaequitypartners.com(212)
804-9170
Duck Creek Technologies (NASDAQ:DCT)
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