Robbins LLP: Acquisition of Solera Holdings, Inc. (SLH) by Multiple Acquirers May Not Be in Shareholders’ Best Interests
Robbins LLP is investigating the proposed acquisition of Solera Holdings, Inc. (NYSE: SLH) by affiliates of Vista Equity Partners, Koch Equity Development LLC, and Goldman, Sachs & Co. (“Multiple Acquirers”). On September 13, 2015, Solera and the Multiple Acquirers announced the signing of a definitive merger agreement pursuant to which the Multiple Acquirers will acquire Solera. Under the terms of the agreement, Solera shareholders will receive $55.85 in cash for each share of Solera common stock.
Is the Proposed Acquisition Best for Solera and Its Shareholders?
Robbins LLP’s investigation focuses on whether the board of directors at Solera is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.
As an initial matter, the $55.85 merger consideration represents a premium of only 12.9% based on Solera’s closing price on September 11, 2015. This premium is significantly below the average one-day premium of nearly 18.6% for comparable transactions within the past five years. In the last three years, Solera traded as high as $71.15 on January 3, 2014, and most recently traded above the merger consideration – at $56.14 – on March 3, 2015.
On August 25, 2015, Solera reported strong earnings for its fourth quarter and 2015 fiscal year. Revenue for the fourth quarter was $297.1 million, a 10.9% increase over the prior year fourth quarter revenue of $267.9 million. Revenue for fiscal year 2015 was $1,140.8 million, a 15.6% increase over the prior fiscal year revenue of $987.3 million. In commenting on these results, Solera founder, Chairman, and Chief Executive Officer Tony Aquila remarked, “We were pleased with our fourth quarter revenue of $297 million, which was up 7.5% on an organic constant currency basis and in-line with our expectations.”
In light of these facts, Robbins LLP is examining Solera’s board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
Solera shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information. Solera shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.