Catalina Marketing Corp. agreed yesterday to be acquired by its largest shareholder, ValueAct Capital, in a deal that values the marketing services company at almost $1.6 billion.
St. Petersburg, FL-based Catalina Marketing Corp. offers behavior-based promotional messaging, loyalty programs and direct-to-patient information.
ValueAct Capital will acquire by merger 100 percent of the outstanding equity interests of the company that it does not already own for $32.10 per share in cash. Jeffrey W. Ubben, who has served as a director of Catalina since May 2006, is the co-founder, managing partner and principal owner of ValueAct Capital, an investment partnership with approximately $5 billion in assets under management.
Under the terms of the agreement, Catalina stockholders will receive $32.10 in cash for each outstanding share of stock. ValueAct previously offered $32 a share for Catalina.
Catalina may solicit or entertain alternative proposals from third parties during the 45 days after the announcement (made March 8). Catalina said it would not disclose developments with respect to this solicitation process unless and until its board of directors has made a decision to enter into an alternative transaction.
The transaction is expected to close in the next several months and is subject to approval by the company’s stockholders, other than ValueAct Capital, regulatory approvals and other customary closing conditions. ValueAct Capital has received customary debt financing commitments from third-party financing sources.
Catalina posted revenue of $123.1 million in the latest quarter, up almost 27 percent from the year-ago period.