Bryan, Garnier & Co advises Thoma Bravo on the acquisition of a controlling stake in InfoVista

Bryan, Garnier & Co advises Thoma Bravo on the acquisition of a controlling stake in InfoVista

News published on January Thursday 12, 2012
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Paris, 12 January 2012 - Bryan, Garnier & Co acted as sole financial advisor to Thoma Bravo, LLC, a leading U.S. private equity investment firm, in its acquisition of a controlling stake in InfoVista. The transaction values Infovista at approximately €85 million.

Thoma Bravo and InfoVista's largest shareholders have simultaneously signed an agreement and completed a transaction on December 20, 2011, under which Thoma Bravo has acquired, through an acquisition vehicle, 67.26% of the share capital (excluding the treasury shares) and voting rights of InfoVista (Eurolist C), a global leader of service performance assurance. The selling shareholders include, among others Emancipation Capital LLC, Odyssee Venture and ESW. Each InfoVista share was acquired at a purchase price per share of €5.05, representing a 44% premium to InfoVista's closing share price of 3.50€ on December 9, 2011, the last full trading day before InfoVista publicly requested a trading suspension of its shares from Euronext Paris.

In parallel, Thoma Bravo, through the acquisition vehicle, entered into an irrevocable agreement with Philippe Ozanian (CEO of the Company) and other key managers of InfoVista (the "Managers") for the contribution of their BSAAR (warrants) at the same value per share.

Regarding the transaction, Philippe Ozanian (CEO of the Company) said: "We are very pleased to welcome Thoma Bravo, a specialized investor with deep understanding of our business model and industry, as majority shareholder and strategic partner to InfoVista. With their support, we will pursue our development as a leading supplier of service performance assurance solutions."

"Thoma Bravo is excited to become a strategic partner with InfoVista's management team as we collaborate to strengthen the company's global leadership, position it for further growth, and continue focusing on customer satisfaction," said Robert Sayle, Vice President at Thoma Bravo.

Olivier Beaudouin, Managing Director at Bryan, Garnier & Co added: "we are delighted to advise Thoma Bravo, one of the oldest and largest U.S. private equity firms, on their first platform software acquisition in Europe. This was a challenging transaction as Thoma Bravo secured the absolute majority ahead of the mandatory public offer, which required approaching and signing simultaneously with over 15 shareholders. After Metrologic/Carlyle, Modelabs/BigBen and Novagali/Santen, this is the fourth transaction involving a publicly listed company advised by Bryan Garnier over the last 12 months. This also further strengthens our leadership in European Software advisory and expands our expertise to telecom infrastructure software."

A shareholders' meeting of the Company will be convened and held to approve an exceptional distribution per share of €1.40. As required by applicable regulations, Thoma Bravo, through the acquisition vehicle, intends to launch a simplified all-cash public tender offer (offre publique d'achat simplifiée). Bryan, Garnier & Co will act as sole presenting and guaranteeing bank to Thoma Bravo for the envisaged simplified tender offer.

For more information, please contact:

About Thoma Bravo: www.thomabravo.com

Thoma Bravo is a leading private equity investment firm that has been providing equity and strategic support to experienced management teams building growing companies for 30 years. The firm originated the concept of industry consolidation investing, which seeks to create value through the strategic use of acquisitions to accelerate business growth. Thoma Bravo applies its investment strategy across multiple industries, with a particular focus on the software and service sectors, and works in partnership with management to implement its operating and consolidation expertise to build long-term value. In software, Thoma Bravo has completed more than 46 add-on acquisitions across 19 platform companies with total annual earnings of approximately $1 billion. For more information, visit www.thomabravo.com.

About InfoVista: www.infovista.com

InfoVista is the leading provider of service performance assurance software solutions for IP-based network and application services. We empower communication service providers and large IT enterprise organizations to transform their IT infrastructure into a distinctive asset for revenue generation, customer loyalty and business agility by adopting a quality centric approach to expedite the launch of innovative, differentiated and performing services ahead of the competition. InfoVista's unified network performance management and application performance management platform equips 80% of the world's largest operators and a roster of global enterprises with the actionable visibility they need to ensure a high-quality user experience end-to-end, by holistically and effectively assuring the performance and quality of their converged network and IT services, while keeping operational costs as low as possible. InfoVista is traded on the Euronext Paris (FR0004031649) and can be found online at www.infovista.com

About Bryan, Garnier & Co

Bryan, Garnier & Co is an independent investment bank specialising in European TMT, Healthcare and Renewable Energies growth companies. Bryan, Garnier & Co is positioned in three activities: Equity Research & Brokerage, Asset Management and Corporate Finance.

With more than 120 professionals based in London, Paris, New York and Geneva, Bryan, Garnier & Co combines the range of services and the expertise of top-tier investment banks with the level of attention to clients of a boutique.

Through its corporate finance practice, Bryan, Garnier & Co has became a leader in advising European growth companies on strategic finance transactions such as mergers & acquisitions, equity capital market, LBOs and private placement over the last three years.

Bryan, Garnier & Co is authorized and regulated by the Financial Services Authority (FSA) in the United Kingdom, and is member of London Stock Exchange and Euronext, Alternext Listing Sponsor, and is active on all European capital markets.

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