Concentrix Corporation (NasdaqGS:CNXC) entered into a definitive agreement to acquire ServiceSource International, Inc. (NasdaqGS:SREV) from Edenbrook Capital Partners, LLC, Archon Capital Management LLC, PRIMECAP Management Company, Lynrock Lake LP and others for approximately $160 million on May 6, 2022. Concentrix acquire ServiceSource for $1.5 per share in an all-cash transaction. Transaction value of approximately $131 million, inclusive of approximately $20 million of ServiceSourceÆs net cash as of March 31, 2022. Each ServiceSource stock option, restricted stock unit, performance stock unit,áwhether or not vested, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and if not exercised by the holder thereof as of the Effective Time (after notice and a reasonable period to elect the exercise of such Company stock option) be cancelled and, if the exercise price per share is less than the Merger Consideration, be converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option, multiplied by (ii) the total number of shares of common stock underlying such option; if the exercise price per share is equal to or greater than the Merger Consideration, such option if not exercised shall be cancelled without any cash payment or other consideration being made in respect thereof. If the Merger is consummated, the ServiceSourceÆs securities will be de-listed from The Nasdaq Stock Market LLC and de-registered under the Securities Exchange Act of 1934. Financed primarily through cash on the Concentrix balance sheet, as well as capacity under ConcentrixÆ existing revolving credit facility. Edenbrook Capital, LLC and Archon Capital Management LLC, which collectively owned approximately 31% of ServiceSourceÆs shares as of May 6, 2022. If ServiceSource terminate the merger agreement, then will pay a termination fee of $5.73 million to Concentrix.
The transaction is subject to customary closing conditions, including approval by ServiceSourceÆs majority shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the expiration of applicable waiting periods or clearance of the Merger, as applicable, under the antitrust and foreign investment laws of certain other jurisdictions and regulatory requirements. Completion of the Merger is not subject to a financing condition. The boards of directors of each company unanimouslyáapproved the agreement. The transaction is expected to close in the second half of fiscal year 2022. The transaction is expected to be accretive to growth and profitability after synergies.
Centerview Partners LLC acted as fairness opinion provider and financial advisor to ServiceSource. In connection with CenterviewÆs services as the financial advisor to the Board of Directors of ServiceSource, ServiceSource has agreed to pay Centerview an aggregate fee of $5,326,536, $1,000,000 of which was payable upon the rendering of CenterviewÆs opinion and $4,326,536 of which is payable contingent upon consummation of the transaction. Allison M. Leopold Tilley of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Concentrix Corporation. Kristin L. Lentz. and Samuel J. Seiberling of Davis Grahamá& Stubbs LLP acted as legal advisors to ServiceSource. ServiceSource has retained Morrow Sodali LLC as its proxy solicitor. Morrow Sodali LLC will solicit proxies. Under our agreement with Morrow Sodali LLC, Morrow Sodali LLC will receive a fee of $12,500 plus reimbursement of its reasonable, out-of-pocket expenses for its services.
Concentrix Corporation (NasdaqGS:CNXC) completed the acquisition of ServiceSource International, Inc. (NasdaqGS:SREV) from Edenbrook Capital Partners, LLC, Archon Capital Management LLC, PRIMECAP Management Company, Lynrock Lake LP and others on July 20, 2022. As of July 20, 2022, the stockholders of ServiceSource International, Inc., approved the transaction at the Special Meeting.