Majesco, a Morristown-based global leader of cloud insurance software solutions for insurance business transformation, has signed a definitive agreement to be acquired by Thoma Bravo, L.P., a leading private equity firm focused on the software and technology-enabled services sectors, in a transaction valuing the company at $594 million. Following the closing of the transaction, Majesco will operate as a privately held company.
Under the terms of the agreement, all Majesco shareholders of record will receive $13.10 in cash for each share of Majesco common stock upon closing of the transaction. The price represents a premium of approximately 74% over Majesco’s average closing price during the 30-trading day period ended July 17, 2020.
The proposed merger is subject to the approval of Majesco shareholders and the approval of the shareholders of Majesco’s parent company, Majesco Limited. Majesco’s board of directors has unanimously approved the merger and recommends that shareholders approve the merger and Majesco Limited’s board of directors has unanimously approved the divestment of Majesco and recommended to its shareholder to approve the transaction. Majesco will solicit written consents from its shareholders to approve the Merger Agreement and expects to distribute the written consents in August 2020.
Completion of the merger is not subject to a financing condition but is subject to the accuracy of the representations and warranties, performance of the covenants and other agreements included in the Merger Agreement and customary closing conditions for a transaction of this type, including regulatory approvals in the US and India. Assuming satisfaction of those conditions, the company expects the merger to close on or before the end of 2020.
Upon completion of the transaction, Majesco expects to continue to operate under the leadership of CEO Adam Elster and the existing Majesco leadership team.
“Our decision was made with the best interests of our stockholders and we believe that the transaction will also benefit our 2,400+ employees and our more than 200 customers,” said Elster. “We are extremely excited to partner with Thoma Bravo, a firm with an established track record of working with companies transitioning to the cloud. This transaction delivers significant cash value to our stockholders. Moreover, the added flexibility we will have as a private company, combined with the benefit of Thoma Bravo’s knowledge and domain expertise, can allow us to more effectively focus on our long-term investment and growth objectives, to the benefit of our employees, customers and partners. We are in alignment with Thoma Bravo on our strategic vision to help global insurers transition to the cloud.”
“We see Majesco as a leader in helping its insurance customers get to the cloud faster, and modernize their internal and external facing systems,” said A.J. Rohde, a partner at Thoma Bravo. “We have tremendous confidence that Adam Elster and his management team, coupled with our operating capabilities and experience in this market, can help these customers fulfill that journey even quicker and more ambitiously.”
Matt LoSardo, a vice president at Thoma Bravo added, “We’ve followed the impressive Majesco journey for many years. Digital transformation demand continues to grow as insurers look to modernize, and with our partnership we plan to accelerate product investment to support the needs of the insurance industry.”
Nomura Securities International, Inc. is acting as financial advisor to Majesco, and Sheppard, Mullin, Richter & Hampton LLP and Khaitan & Co are acting as legal advisors to Majesco and Majesco Limited, respectively. Kirkland & Ellis LLP is acting as legal advisor to Thoma Bravo.
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