PTC (Nasdaq: PMTC), The Product Development Company, and MKS Inc. (TSX: MKX), a global application lifecycle management (ALM) technology leader, today announced that they have entered into a definitive acquisition agreement (the “Arrangement Agreement”) pursuant to which PTC has agreed to acquire MKS for CDN$26.20 per share for an aggregate purchase price of approximately CDN$292.5 million in an all cash transaction.
MKS Integrity coordinates and manages all activities and artifacts associated with developing software intensive products, including requirements, models, code and test, ensuring comprehensive lifecycle traceability. By unifying MKS’s ALM solutions with PTC’s industry-leading product lifecycle management (PLM) solutions, PTC will enable manufacturers to better align the management of a product’s hardware components and related software.
“At PTC, we recognize that software is an essential component of nearly every manufactured product,” said PTC president and CEO Jim Heppelmann. “That’s why we have long believed that the development of product hardware and software should be managed as a unified process. With the acquisition of MKS, we are adding a best-of-breed ALM solution to our product portfolio, and extending how our PLM solution manages the development of software-intensive products.”
Today, software is considered a critical source of product innovation. Yet, software development is often managed separately from the hardware into which it is embedded. This can lead to reduced product quality and increased total service costs. By unifying the management of the hardware and software development lifecycles, PTC will foster greater collaboration between disparate engineering and development teams, enabling improved requirements management and system engineering.
“As a technology leader, MKS has seen incredible success in the ALM market and we are proud to have built such a strong and loyal customer base,” said MKS president and CEO Michael Harris. “We view the opportunity to join PTC, which we believe is the unambiguous PLM market leader, as a way to accelerate our own innovation, offer our existing customers even greater value, and extend our reach into new markets.”
The acquisition is expected to close in early June 2011, subject to customary conditions, including approval of the MKS shareholders, Ontario court approval, and regulatory approvals. The acquisition is expected to be neutral to PTC’s non-GAAP financial results in fiscal 2011 and slightly accretive to PTC’s non-GAAP financial results in fiscal 2012.
About the Transaction
The acquisition will be carried out as a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) with MKS shareholders receiving cash in the amount of CDN$26.20 per MKS common share. PTC will finance the transaction by drawing on its existing credit facility in the amount of approximately $250 million and with cash on hand of approximately $54 million. All outstanding vested options and RSUs of MKS will be cash settled on the closing date of the Arrangement and all unvested options of MKS will be assumed by PTC. The Arrangement must be approved by at least 66 2/3% of the votes cast by MKS shareholders at a special meeting of MKS shareholders expected to be held in late May 2011. The transaction is subject to court approval in Ontario as well as customary closing conditions, including regulatory approvals.
The transaction has been unanimously approved by the board of directors of each of PTC and MKS. Mooreland Partners LLP acted as financial advisor to MKS with respect to the Arrangement and provided a fairness opinion to the MKS Board. The Arrangement was reviewed by an independent committee of the MKS Board in consultation with its legal and financial advisors, which unanimously determined that the Arrangement is fair to MKS shareholders and in the best interest of MKS. The MKS Board, based in part on the recommendation of the independent committee, concluded that the transaction is fair to shareholders of MKS and is in the best interests of MKS and recommends that shareholders of MKS vote in favor of the Arrangement at the special meeting of shareholders of MKS.
Directors and managers, including the Executive Chairman, CEO and CFO, who hold shares representing approximately 25% of the outstanding common shares of MKS have agreed to vote their shares in favor of the Arrangement.
The Arrangement Agreement contains customary terms and conditions, including the obligation of MKS to pay PTC a termination fee of CDN$11.55 million in the event that the agreement is terminated in certain circumstances.
Upon completion of the transaction, the MKS shares will be de-listed from the Toronto Stock Exchange.