HGGC, LLC completed the acquisition of Monotype Imaging Holdings Inc. from Gilead Capital LP, RGM Capital, LLC, Trigran Investments, Inc., BlackRock, Inc., The Vanguard Group, Inc. and others.
The transaction is subject to, among other customary closing conditions, approval by the holders of a majority of the shares of Monotype common stock, the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and the receipt of all clearances, approvals and/or authorizations required by German antitrust laws. There are no financing contingencies contemplated under the terms of the merger agreement. Monotype's Board of Directors unanimously approved the transaction and recommends shareholders to adopt the agreement. The acquisition is subject to regulatory clearances. As on August 16, 2019, the U.S. Federal Trade Commission granted the early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As of August 20, 2019, Gilead Capital LP has expressed its concern regarding the transaction and believes that the offer price of $19.85 per share is inadequate. As of August 30, 2019, the German Federal Cartel Office approved the transaction. As of October 9, 2019, the transaction received approval from Monotype's stockholders. The transaction is expected to close in the fourth quarter of 2019.
J.P. Morgan Securities LLC served as financial advisor to Monotype and provided a fairness opinion to the Monotype Board with respect to the transaction. For services rendered in connection with the merger and the delivery of its opinion, the Monotype has agreed to pay J.P. Morgan a fee of approximately $13 million, of which $2 million became payable upon delivery of the opinion and the remainder will be payable only upon the completion of the merger. John M. Mutkoski, Joseph L. Johnson, Andrew H. Goodman, Andrea Agathoklis Murino, Joel Lehrer, Will Pearce, Janet Andolina, Jackie Klosek, Jacob Osborn, Deborah Birnbach, Natascha George and Lillian Kim of Goodwin Procter LLP acted as legal advisors to Monotype. Deutsche Bank Securities Inc. acted as financial advisor to HGGC. Travis L. Nelson, P.C., Joshua M. Zachariah, P.C., Rodin Hai-Jew, Joseph K. Halloum, Sonali Jindal and Kristen Derhaag of Kirkland & Ellis LLP acted as legal advisors to HGGC. Innisfree M&A Inc. acted as the proxy solicitor to Monotype as part of the transaction and at a total cost of $0.02 million plus reasonable expenses. Computershare Investor Services acted as the transfer agent to Monotype as part of the transaction.
HGGC, LLC completed the acquisition of Monotype Imaging Holdings Inc. (NasdaqGS:TYPE) from Gilead Capital LP, RGM Capital, LLC, Trigran Investments, Inc., BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others on October 11, 2019. As a result of the transaction completion, Monotype is now a privately held company and its common stock has ceased trading on the NASDAQ Stock Market. Effective upon completion of the merger, the following persons were appointed to serve as directors of Monotype Imaging Holdings: Richard F. Lawson, Bill Conrad, David Chung, Scott E. Landers and Steven Young. The following persons, who were directors of Monotype Imaging Holdings prior to the completion of the merger, are no longer directors of Monotype Imaging Holdings: Eileen A. Campbell, Gay W. Gaddis, Roger J. Heinen., Pamela F. Lenehan, Peter J. Simone, Timothy B. Yeaton and Denise F. Warren. Effective upon completion of the merger, the following persons continued to serve as officers of Monotype Imaging Holdings: Scott E. Landers, Christopher Brooks, Benjamin W.L. Semmes, Steven R. Martin, Janet M. Dunlap and Brett S. Zucker.