Blackbaud Board of Directors Unanimously Rejects Unsolicited Proposal from Clearlake Capital
Blackbaud confirmed that its board of directors received, thoroughly reviewed, and rejected an unsolicited, non-binding proposal from Clearlake Capital to acquire all of the outstanding shares of the company for $71 per share in cash.
The Board is open to and regularly evaluates opportunities to enhance value, and the Clearlake proposal follows a recently completed, thorough review of the Company's business, prospects, and industry outlook. Consistent with its fiduciary duties, the Board conducted a review of the proposal in consultation with independent financial and legal advisors and against the Board's recently completed internal analysis. Following this comprehensive review, the Board unanimously determined that the proposal is highly opportunistic and significantly undervalues Blackbaud. As such, the Board determined that the Clearlake proposal is not an appropriate basis for engagement and is not in the best interest of stockholders.
"Our Board is committed to driving value for all stockholders and regularly reviews our strategy and evaluates opportunities to achieve that goal," said Andrew M. Leitch, chairman of the Board. "Clearlake's unambiguous statement that the firm itself does not need to be an acquirer is an overt attempt to put the Company in play opportunistically. Most importantly, the proposal disregards the tangible momentum in Blackbaud's business that we are confident will drive enhanced value for stockholders."
Mike Gianoni, president and CEO of Blackbaud, added, "Building off of a strong full year 2022, we continue to execute our overall strategy successfully and launched a number of key initiatives early this year that are already delivering results and support our overall objectives to manage the business efficiently and effectively, and drive profitability, increased revenue and cash flow. We are pleased with the significant progress we have made on our Rule of 40 strategy through the start of this year and anticipate accelerated improvement through the remainder of the year. We look forward to sharing more about Blackbaud's strong progress on our next earnings call."
Foros is serving as financial advisor to Blackbaud and Vinson & Elkins L.L.P. is serving as Blackbaud's legal advisor.
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