Shareholders OK $6.5 billion Solera sale

Solera and Vista Equity logos.

By Jeff Sanford

Toronto, Ontario — December 9, 2015 — Shareholders overwhelmingly accepted the $6.5 billion that Vista Equity Partners had offered for outstanding shares of software provider, Solera. The vote was described as a “landslide” in favour of the deal. And no wonder, Vista’s final offer of $6.5 billion was nearly double an August valuation of Solera that determined the outfit was worth about $3.25 billion. Shareholders know a good premium when they see one. No one wanted to pass up the offer, apparently.

Shareholders did vote against proposed special executive payouts that would see millions in compensation going to some key company personnel. Nevertheless, the votes went through. The path is now clear for Vista Equity to complete the sale of the parent company of Audatex.

A Solera press release says the deal will close in the first quarter of 2016. The final deal sees Vista Equity offering $55.85 a share. The August valuation suggested Solera was worth $36.39 a share. Vista clearly wanted the company.

It is thought that Vista is looking to merge some of Solera’s products with the products of another company owned by Vista, EagleView Technology, which lends “3-D measurement software, analytics, aerial images and geographic information systems to the property and casualty insurance industry.” Vista also owns DealerSocket, which serves auto dealerships. The company seems to be creating an auto-industry software giant. Vista had not responded to queries about this possibility by press time.

The final tally saw 44 million shares cast in favor of the deal. Holders of only 7.3 million voted against. Another 2.3 million abstained according to SEC docs.

Solera has operations in 75 countries. The company said it still needs antitrust approval from the Russian Federation. The European Commission and the UK’s conditions on the sale have already been satisfied. Shareholders voted against so-called “golden parachute” payments to the CEO and a couple of other executives (including the corporate lawyer). Shareholders voted 26.9 million shares against the payments. Only 24.5 million share were voted in favour of the payments. Another 3.2 million abstained.


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