-=Stamps.com (STMP) to be acquired by Thoma Bravo for $6.6 bln in cash

• Founded in 1996, Stamps.com provides Internet mailing and shipping solutions. The El Segundo, California company is an approved licensed vendor for the U.S. Postal Service. Customers, which include consumers, small businesses, and large enterprises, can print U.S. Postal Service postage for both domestic and international shipping. Individual users pay $17.99 a month and can ship items from anywhere as long as they have a ZIP Code.  

   

The sale to Thoma Bravo includes a 40-day go-shop, which expires on Aug. 18. This provision allows Stamps.com’s board and its advisors to actively seek out and consider alternative takeover offers from third parties. Go-shops, however, rarely result in a higher bid mainly because the parties lack time to conduct due diligence. 

The acquisition is the latest for Thoma Bravo, a software investor that is no stranger to big deals. In April, Thoma inked a $12.3 billion purchase of cybersecurity firm Proofpoint. The PE firm also completed that month its $10.2 billion acquisition of RealPage, a real estate software firm. In 2020, Thoma Bravo provided one of the biggest exits, when it sold Ellie Mae to the Intercontinental Exchange for $11 billion. The firm made four times its money on a holding of less than two years, Barron’s reported.

Stamps.com to be acquired by Thoma Bravo for $6.6 bln in cash, STMP shareholders to receive $330/share

• Under the terms of the agreement, Stamps.com stockholders will receive $330.00 per share in cash representing a premium of 67 percent over the Company's closing share price on July 8, 2021, the last full trading day prior to the transaction announcement. The premium is 71 percent over the Company's three-month volume-weighted average closing share price through July 8, 2021.
• Upon completion of the transaction, Stamps.com will become a private company with the flexibility and resources to continue to provide best-in-class global e-commerce technology solutions. Additionally, Stamps.com will benefit from the operating capabilities, capital support and deep sector expertise of Thoma Bravo -- one of the most experienced and successful software and technology investors in the world.
• The agreement includes a 40-day "go-shop" period expiring August 18, 2021 which allows the Board and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties. The Board will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this "go-shop" will result in a superior proposal, and Stamps.com does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required.
• The transaction is expected to close in the third quarter of 2021, subject to customary closing conditions, including approval by Stamps.com stockholders and receipt of regulatory approvals. Upon closing of the transaction, the Company's common stock will no longer be listed on any public market. The Company will continue to be headquartered in El Segundo, California.