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A month after coughing up a poison pill that would have blocked a corporate takeover, Charleston, South Carolina-based software giant Blackbaud is acknowledging an attempted acquisition by a California-based private investment firm.
According to a news release from the company, Blackbaud’s board of directors confirmed receipt of “an unsolicited, non-binding proposal” from Clearlake Capital Group LP. The deal would be for $80 a share – or $4.3 billion. Last year, Blackbaud rejected a bid from Clearlake for $71 a share – arguing it undervalued the company.
Clearly, things are different this go-round.
“It’s happening,” a source familiar with the situation confirmed to this media outlet.
Among the signs? Reports received earlier this month that the company’s entire leadership team had been unceremoniously “uninvited” from a planned trip to Monte Carlo.
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“Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the Blackbaud board of directors will carefully evaluate the proposal to determine the course of action that it believes is in the best interest of the company and all Blackbaud stockholders,” the company statement noted.
Last month, Blackbaud’s board voted unanimously to terminate its stockholder rights plan – with immediate effect – signifying its willingness to entertain a new offer.
Stockholder rights plans are often referred to as “poison pills.” They are defensive tactics aimed at deterring hostile takeovers by hedge funds. Typically, “poison pills” include provisions like the establishment of ownership limits on shares – or the dilution of shares via restrictive stock offerings.
Clearlake has made several moves in the software market of late, acquiring Cornerstone OnDemand for $5.2 billion and Quest Software for $5.4 billion back in 2021. The fund began investing in Blackbaud in 2020 and currently owns an 18.3 percent stake in the company.
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RELATED | BLACKBAUD CEO ARREST COMES AT PIVOTAL MOMENT FOR COMPANY
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Blackbaud was founded in 1981 in New York City but relocated to the Palmetto State in 1989. It did more than a billion dollars of business in 2022 and had total assets of nearly $3 billion. Blackbaud employed more than 3,000 people around the globe, as of 2023 – most of them remote employees. An estimated 1,000 of those employees live and work in South Carolina.
Blackbaud closed at $79.13 on Monday (April 15, 2024). The stock was trading as high as $87.75 in late December, but plunged to $67.35 in the days following the arrest of its chief executive officer Michael P. Gianoni on suspicion of driving under the influence.
Oddly enough, Gianoni is scheduled to appear in a South Carolina court on the same date he would have been in Monte Carlo for the corporate leadership gathering.
Count on this media outlet to keep our audience in the loop on the latest developments regarding Blackbaud’s potential sale to Clearlake …
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ABOUT THE AUTHOR …
Will Folks is the founding editor of the news outlet you are currently reading. Prior to founding FITSNews, he served as press secretary to the governor of South Carolina and before that he was a bass guitarist and dive bar bouncer. He lives in the Midlands region of the state with his wife and eight children.
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