Francisco Partners’ Take-Private of Connecture, Inc.

The Special Committee that negotiated and recommended the transaction has retained Houlihan Lokey and Raymond James as its financial advisors and Potter Anderson & Corroon LLP as its legal advisor. DLA Piper LLP (US) is serving as legal advisor to Connecture. Francisco Partners’ legal advisor is Kirkland & Ellis LLP.

Connecture, Inc. (OTCQX:CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced that it has entered into a definitive agreement to be acquired by entities affiliated with the global private equity firm, Francisco Partners.

The transaction has been approved unanimously by Connecture’s Board of Directors upon the recommendation of a Special Committee of independent, outside directors. Under the terms of the agreement, entities affiliated with Francisco Partners have agreed to pay $0.35 per share for each share of Connecture common stock not held by Connecture’s existing preferred investors, Francisco Partners and Chrysalis Ventures, and their affiliates. Upon completion of the transaction, Connecture will become a privately-held company owned by Francisco Partners, Chrysalis Ventures and their affiliates, which have all agreed to roll their existing equity into the acquiring company. The agreement includes a 45 day “go shop” period, although there can be no assurance that this process will result in a superior proposal. Francisco Partners and Chrysalis Ventures, which together own approximately 70% of the combined voting power of Connecture’s outstanding voting shares, have signed a voting and support agreement to support the transaction and any potential superior proposal.

The closing of the transaction is subject to customary closing conditions, including regulatory approvals and the affirmative vote by a majority of the outstanding shares of Connecture’s capital stock voting together as a single class at a to-be-scheduled special meeting of stockholders. The transaction is expected to close in the first half of calendar 2018.

The Kirkland team was led by corporate private equity partner Adam Phillips (Picture), capital markets partner Robert Goedert, tax partner Keith Villmow and debt finance partner Christopher Kirkham.

Involved fees earner: Robert Goedert – Kirkland & Ellis; Adam Phillips – Kirkland & Ellis; Christopher Kirkham – Kirkland & Ellis; Keith Villmow – Kirkland & Ellis;

Law Firms: Kirkland & Ellis;

Clients: Francisco Partners;

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Author: Ambrogio Visconti