Smartsheet to be acquired by Blackstone, Vista Equity for $56.50 per share

Smartsheet (SMAR) announced that it has entered into a definitive agreement to be acquired by funds managed by Blackstone (BX) and Vista Equity Partners in an all-cash transaction valued at approximately $8.4B. Under the terms of the agreement, the buyers would acquire all the outstanding shares held by Smartsheet shareholders for $56.50 per share in cash upon the closing of the proposed transaction. This price represents a premium of approximately 41% to the volume weighted average closing price of Smartsheet stock for the 90 trading days ending on July 17, the last full trading day prior to media reports regarding a possible sale transaction involving the company, and a 16% premium to the highest closing stock price over the last 12 months ending July 17. The merger agreement for the transaction includes a 45-day “go-shop” period that expires on November 8. During this period, Smartsheet and its advisors will be permitted to actively solicit alternative acquisition proposals from certain third parties, and potentially enter into negotiations with other parties that make alternative acquisition proposals. The Smartsheet board of directors will have the right to terminate the merger agreement to accept a superior proposal, subject to the terms and conditions of the merger agreement. The transaction is currently expected to close in the fourth quarter of Smartsheet’s fiscal year ending January 31, 2025, subject to the approval of Smartsheet’s shareholders, the satisfaction of required regulatory clearances and other customary closing conditions. The Smartsheet board unanimously approved the merger agreement and recommends Smartsheet shareholders vote their shares in support of the transaction at a special meeting of shareholders to vote on the transaction. Upon completion of the transaction, Smartsheet’s Class A common stock will no longer be listed on any public market and Smartsheet will become a privately held company. The company will continue to operate under the Smartsheet name and brand.