Hummingbird Ltd., a global provider of integrated enterprise content management (ECM) solutions and network connectivity solutions, has announced that it has entered into a definitive agreement with affiliates of Symphony Technology Group under which a company owned by Symphony will acquire all of Hummingbird's outstanding shares pursuant to a plan of arrangement in an all-cash transaction valued at $26.75 per share, or approximately $465 million.
As part of the transaction, Tennenbaum Capital Partners, LLC will invest $135 million to finance the transaction. Hummingbird's board of directors, acting on the unanimous recommendation of the special committee of the board of directors, unanimously approved the transaction and has determined that the transaction is fair to Hummingbird shareholders and in the best interests of Hummingbird. The board of directors is recommending that Hummingbird shareholders vote in favor of the transaction. In connection with the transaction, Lehman Brothers has acted as financial advisor to the board of directors and Banc of America Securities LLC has provided certain financial advisory services to the special committee.
The transaction is to be carried out by way of a statutory plan of arrangement and will be subject to the approval of two-thirds of the votes cast by Hummingbird's shareholders at a meeting of shareholders, currently expected to be held in late July, as well as court approval. The transaction is also subject to certain other customary conditions, including the receipt of regulatory approvals. The proposed transaction is expected to close at the end of July, shortly after receipt of shareholder and court approvals.