Blackbaud, the leading provider of software and related services designed for nonprofit organizations, announced today that it has entered into a definitive merger agreement with Austin-based Convio, a leading provider of on-demand constituent engagement solutions that enable nonprofit organizations to more effectively raise funds, advocate for change and cultivate relationships.
There is a story in the Statesman about the deal, but it doesn’t mention the large number of law firms that have filed suit against Convio, citing breach of fiduciary responsibility related to the board’s approval of the deal. Apparently many shareholders believe that they didn’t shop the company, and that the selling price was low. Blackbaud is incredibly predatory, fond of acquisitions, and enjoys a $1.3B market cap. Their stock is currently trading close to the all time high.
Blackbaud and Convio share the belief that fully engaged supporters drive maximum value for nonprofit organizations. The acquisition of Convio will combine the two companies’ strengths to accomplish a common mission — making multi-channel supporter engagement a reality — at a faster pace than either company could achieve on its own. With nonprofit supporters acting across multiple channels, including receiving messages, donating, and advocating, across websites, social networks, email, mobile, events and direct mail, solutions must be designed to deliver optimum engagement across channels. Convio’s strength in online and social is a perfect complement to Blackbaud’s expertise, and its addition will enable Blackbaud to better serve nonprofit organizations.
Under the terms of the agreement, Blackbaud will acquire all outstanding shares of common stock of Convio for $16.00 per share, representing a premium of 49% compared to Convio’s recent closing price and an enterprise value of approximately $275 million (based on fully diluted shares). Blackbaud will finance the deal through a combination of cash and debt. In addition to providing meaningful and immediate value for Convio’s shareholders, the transaction is expected to be accretive to Blackbaud’s non-GAAP financial results for the full year 2012 and increasingly so in future years.
The board of directors of both companies have unanimously approved the transaction. The acquisition is structured as a cash tender offer followed by a merger, and is expected to close during the first quarter of 2012. All Convio directors and officers and certain of its affiliates (representing over 30% of Convio’s total outstanding shares) have agreed to tender all of their respective shares subject to tender and support agreements. The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Convio shares on a fully diluted basis, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions.