Carbonite,
Inc., a global leader in data protection and
cybersecurity, today announced that it has entered into a definitive
agreement to be acquired by OpenText, a market leader in Enterprise Information Management
software and solutions, for $23.00 per Carbonite share in cash. The
transaction values Carbonite at an enterprise value of approximately
$1.42 billion and represents a 78% premium to Carbonite's unaffected
closing stock price on September 5, 2019, the last trading day before a
media report was published speculating about a potential sale process.
"Following
expressions of interest from multiple parties, the Carbonite Board
conducted a thorough and comprehensive process, which included contact
with a number of strategic and financial parties, to identify the best
way to maximize shareholder value," said Steve Munford, Interim Chief
Executive Officer and President/Executive Chairman of the Board of
Carbonite. "The Board strongly believes that a transaction with OpenText
delivers compelling, immediate and substantial cash value to
shareholders.
Munford
continued, "Carbonite has expanded its solutions to become a leader in
cyber resiliency. We have grown through both organic and inorganic
opportunities over the years, enhancing our routes to market,
diversifying our customer base, and assembling a talented workforce,
while adding meaningful scale. Joining with OpenText is an exciting next
step for Carbonite."
OpenText
is a leader in Enterprise Information Management (EIM), both
on-premises and for cloud services, offering the only complete solution
for EIM with a comprehensive view of all the information within an
organization. OpenText operates in 40 countries, providing a tested
platform for growth and new sales opportunities.
The
transaction is subject to customary closing conditions, including the
tender of a majority of the outstanding shares of Carbonite common stock
and regulatory approvals.
J.P.
Morgan Securities LLC acted as financial advisor to Carbonite, and
Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor.
Third Quarter 2019 Results:
Carbonite also announced financial results for the third quarter ended September 30, 2019:
- Revenue of $125.6 million increased 62% year-over-year.
- Non-GAAP revenue of $135.0 million increased 71% year-over-year.
- Net loss was ($14.0) million, compared to net income of $0.6 million in 2018.
- Net loss per share was ($0.40) (basic and diluted), as compared to net income per share of $0.02 (basic and diluted) in 2018.
- Non-GAAP net income per share was $0.61 (basic) and $0.60 (diluted), as compared to $0.53 (basic) and $0.48 (diluted) in 2018.
- Adjusted EBITDA of $40.2 million, or 30% of non-GAAP revenue, compared to $23.0 million, or 29% of non-GAAP revenue in 2018.