WESTLAKE, Texas, Dec. 8, 2015 /PRNewswire/ -- Solera Holdings,
Inc. ("Solera") (NYSE: SLH) today announced that Solera
shareholders have voted to adopt the previously announced merger
agreement pursuant to which an affiliate of Vista Equity Partners
has agreed to acquire Solera for $55.85 per share in cash (the "Merger").
The closing of the Merger remains subject to certain other
closing conditions, including clearance by the Russian Federation antitrust authorities. On
November 4, 2015, the United Kingdom
Financial Conduct Authority (the "FCA") approved a cancellation of
the Consumer Credit Interim Permission of Solera's FCA-regulated
subsidiary HPI Limited. As a result, approval of the Merger
by the FCA is no longer required and the closing condition relating
to the approval of the FCA has been satisfied. On December 3, 2015, the European Commission
approved the Merger under the EU Merger Regulation. The completion
of the Merger is currently expected to occur in the early part of
the first quarter of 2016.
Forward Looking Statements
This press release contains forward-looking statements,
including statements about: the expected completion of the Merger
(including the timing thereof) and Vista Equity Partners' ability
to consummate the Merger (including but not limited to the receipt
of all required regulatory approvals). These statements are based
on our current expectations, estimates and assumptions, and are
subject to many risks, uncertainties and unknown future events that
could cause actual results to differ materially. Actual results may
differ materially from those set forth in this press release due to
the risks and uncertainties inherent in the Merger and our
business, including, without limitation: the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement; the failure to satisfy each of
the conditions to the consummation of the Merger, including but not
limited to, the risk that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the Merger on
acceptable terms, or at all; the failure to obtain the necessary
funding under the financing arrangements set forth in the debt and
equity commitment letters delivered pursuant to the merger
agreement; risks related to disruption of Solera management's
attention from Solera's ongoing business operations due to the
Merger; the effect of the announcement of the Merger on Solera's
relationships with its customers, suppliers, operating results and
business generally; the risk that any announcements relating to the
Merger could have adverse effects on the market price of Solera's
common stock; the outcome of any legal proceedings related to the
Merger; Solera's ability to recognize expected benefits of the
Merger; risks related to employee retention as a result of the
Merger; the risk that the Merger will not be consummated within the
expected time period or at all; our ability to successfully
introduce new software and services (including but not limited to
our risk and asset management platform and our Digital Garage
software application); our dependence on a limited number of key
personnel; risks associated with the uncertainty in and volatility
of global economic conditions; effects of competition on our
software and service pricing, as well as our business; rapid
technology changes in our industries, which could affect customer
decisions regarding the purchase of our software and services;
risks associated with and possible negative consequences of
acquisitions, joint ventures, divestitures and similar
transactions, including regulatory matters; risks associated with
operating a diversified business in multiple countries; our
reliance on third-party products and data sources; our reliance on
a limited number of customers for a substantial portion of our
revenues; and effects of security breaches on our business and
reputation. For a discussion of these and other factors that could
impact our operations or financial results and cause our results to
differ materially from those in the forward-looking statements,
please refer to our filings with the Securities and Exchange
Commission, particularly our Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30,
2015. Solera is under no obligation to (and specifically
disclaims any such obligation to) update or alter its
forward-looking statements, whether as a result of new information,
future events or otherwise.
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SOURCE Solera Holdings, Inc.