Monthly Archives: December 2019

Canopy Biosciences Acquires Core Diagnostics

Canopy’s multi-omic immune profiling platform to become available in Core Diagnostics’ CLIA-certified laboratory

ST. LOUIS, Dec. 4, 2019 /PRNewswire/ — Canopy Biosciences, LLC announced today the acquisition of Core Diagnostics, a leading CLIA-certified provider of biomarker analysis services for biopharmaceutical researchers. With the acquisition of Core Diagnostics, Canopy Biosciences will be able to perform its multi-omic immune profiling services in the highly regulated CLIA environment. In addition to NanoString transcriptional profiling, Core Diagnostics also offers histopathology services including immunohistochemistry (IHC) and fluorescent in situ hybridization (FISH). The acquisition of Core Diagnostics follows the acquisition of Zellkraftwerk, GmbH, which joined Canopy earlier this year. Both acquisitions were made possible by strategic growth investments from Ampersand Capital Partners.

Edward Weinstein, Ph.D., CEO and President of Canopy Biosciences commented, “By combining multi-omic technologies such as Chip Cytometry, NanoString, and RareSeq, we are building a unique and powerful platform for immune profiling of cells and tissues. Through the addition of Core Diagnostics, this innovative multi-omics platform will now be available to customers in the clinical space in addition to the preclinical and translational customers we already work with.”

K. Balachandran, CEO of Core Diagnostics said, “Core Diagnostics is excited to join Canopy Biosciences. Our customers have been asking us to add services to more comprehensively satisfy their outsourcing needs. In Canopy and Ampersand we have found the partners that will allow us to add to our capabilities and better serve our customers.”

Frank Witney, Ph.D., Operating Partner at Ampersand and Chairman of Canopy added, “With the prior addition of Chip Cytometry to Canopy, we were able to add a technology that bolstered Canopy’s multi-omic approach to immune profiling. Now, through the addition of Core Diagnostics, we are able to bring this innovative platform to a CLIA-certified lab to serve customers in the clinical space.”

About Canopy Biosciences

Canopy Biosciences was formed in 2016 and has rapidly built a comprehensive portfolio of products and services for gene editing, gene expression analysis and regulation, and bioprocessing. Canopy’s gene editing portfolio offers easy-to-use CRISPR kits and full service custom cell line engineering. Canopy has assembled an innovative multi-omic platform for immune profiling, including ultrasensitive DNA sequencing (RareSeq), RNAseq, NanoString gene expression analysis, and multiplexed protein detection in cells and tissue samples via Chip Cytometry. Canopy Biosciences is headquartered in St. Louis, Missouri, and serves researchers at universities, research institutions and biotechnology and pharmaceutical companies worldwide. Additional information is available at www.canopybiosciences.com.

About Core Diagnostics

Core Diagnostics is a California licensed CLIA-certified laboratory offering biomarker analysis and translational research support for studies ranging from early discovery to analyses of Phase III clinical trial samples. Core’s research group works with clients to develop biomarker strategies and assays collaboratively by functioning seamlessly as an extension of their team and executing on their requirements. Taking a technology agnostic approach, Core Diagnostics offer services in histopathology, IHC, FISH, mutational analysis and high-throughput gene expression studies. Core’s laboratory has implemented cutting edge platforms for molecular analysis including the nCounter® Analysis System from NanoString®™ HD System from Fluidigm for gene expression studies, the Allegro™ fluorescent imaging system and Solo™ workstation from Bioview for FISH analysis and the intelliPATH IHC platform from Biocare Medical. For more information, please visit www.corediagnostics.net.

About Ampersand Capital Partners

Founded in 1988, Ampersand is a middle market private equity firm dedicated to growth-oriented investments in the healthcare sector. With offices in Boston and Amsterdam, Ampersand leverages its unique blend of private equity and operating experience to build value and drive superior long-term performance alongside its portfolio company management teams. Ampersand has helped build numerous market-leading companies across each of our core healthcare sectors, including Brammer Bio, Avista Pharma, Confluent Medical, Genewiz, Genoptix, Talecris Biotherapeutics and Viracor-IBT Laboratories. Additional information is available at ampersandcapital.com.

SOURCE Canopy Biosciences

Related Links

http://www.canopybiosciences.com

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Instructure enters into a Definitive Agreemend to be acquired bij Thoma Bravo

Thomas Bravo

Instructure Stockholders to Receive $47.60 Per Share in Cash; Partnership will Accelerate Innovation and Investment in Long-Term Strategy

SALT LAKE CITY – Dec. 4, 2019 – Instructure (NYSE: INST) today announced that it has agreed to be acquired by Thoma Bravo, LLC, a leading private equity investment firm, in an all-cash transaction that values Instructure at an aggregate equity value of approximately $2 billion. As part of the terms of the agreement, Instructure stockholders will receive $47.60 in cash per share. The price per share represents an 18% premium to the Company’s 3-month volume-weighted average price as of October 27, 2019, the day prior to the Company’s third quarter earnings call at which it announced a strategic review for its Bridge business.

“After a thorough review of strategic alternatives, the Instructure Board of Directors is pleased to reach this agreement,” said Josh Coates, Executive Chairman of the Board at Instructure.

The Instructure management team, led by CEO Dan Goldsmith, will continue to lead the Company in their current roles. Thoma Bravo will support Instructure as it increases investment in education technology innovation and expands internationally.

“Instructure believes the opportunity to become a private Company will provide additional flexibility and position us to invest more strategically to drive innovation for our customers,” said Goldsmith. “We look forward to working closely with all parties to complete this transaction and enter into our next chapter of growth and industry leadership.”

“Instructure’s Canvas product is the gold standard for learning management systems in the global education market,” said Holden Spaht, a Managing Partner at Thoma Bravo. “We are excited to partner with Dan and the senior management team to support continued investment and innovation in the Company’s market leading products and world class customer support.”

Brian Jaffee, a Principal at Thoma Bravo added, “We’ve followed the impressive Instructure growth story for many years and believe Canvas is a highly unique vertical market SaaS leader with exciting scale and future growth potential. We look forward to building on the strong momentum in the business and accelerating growth and product investment both organically and through M&A.”

The members of Instructure’s Board of Directors have unanimously approved the transaction and recommended that its stockholders approve the merger. A special meeting of Instructure’s stockholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) and subsequent mailing to its stockholders. Instructure’s headquarters will remain in Salt Lake City, Utah, with regional offices across the United States and abroad. Closing of the transaction is subject to approval by Instructure stockholders and certain regulatory and antitrust authorities and the satisfaction of customary closing conditions. The transaction is expected to close in the first quarter of 2020 and is not subject to a financing condition. Upon completion of the acquisition, Instructure will become wholly-owned by Thoma Bravo.

The agreement includes a 35-day “go-shop” period expiring on January 8, 2020, which permits Instructure’s Board of directors and advisors to solicit alternative acquisition proposals from third parties. Instructure 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 Instructure does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or is otherwise required.

J.P. Morgan Securities LLC is serving as the exclusive financial advisor to Instructure and Cooley LLP is serving as its legal advisor. Kirkland & Ellis is serving as legal advisor to Thoma Bravo.

Additional Information and Where to Find It
The Company intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to its stockholders a proxy statement on Schedule 14A, as well as other relevant documents concerning the proposed transaction.  The proxy statement will contain important information about the proposed Merger and related matters.  Investors and security holders of the Company are urged to carefully read the entire proxy statement when it becomes available because it will contain important information about the proposed transactions. A definitive proxy statement will be sent to the stockholders of the Company seeking any required stockholder approvals.

Investors and security holders of the Company will be able to obtain a free copy of the proxy statement, as well as other relevant filings containing information about the Company and the proposed transaction, including materials that will be incorporated by reference into the proxy statement, without charge, at the SEC’s website (http://www.sec.gov) or from the Company by contacting the Company’s Investor Relations at (866) 574-3127, by email at Investors@instructure.com, or by going to the Company’s Investor Relations page on its website at https://ir.instructure.com/overview/default.aspx and clicking on the link titled “SEC Filings.”

Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger.  Information regarding the interests of the Company’s directors and executive officers and their ownership of Company common stock is set forth in the Company’s annual report on Form 10-K filed with the SEC on February 20, 2019 and the Company’s proxy statement on Schedule 14A filed with the SEC on April 8, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests in the proposed Merger, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC in connection with the proposed Merger.  Free copies of these documents may be obtained, without charge, from the SEC or the Company as described in the preceding paragraph.

Notice Regarding Forward-Looking Statements
This communication contains forward-looking information related to the Company and the acquisition of the Company.  Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, the Company’s plans, objectives, expectations and intentions, the financial condition, results of operations and business of the Company, and the anticipated timing of closing of the proposed transaction.  Risks and uncertainties include, among other things, risks related to the ability of the Company to consummate the proposed transaction on a timely basis or at all, including due to complexities resulting from the adoption of new accounting pronouncements and associated system implementations; the satisfaction of the conditions precedent to consummation of the proposed transaction; the Company’s ability to secure regulatory approvals on the terms expected in a timely manner or at all; disruption from the transaction making it more difficult to maintain business and operational relationships; the negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Company’s common stock or on the Company’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; competitive factors, including competitive responses to the transaction and changes in the competitive environment, pricing changes, sales cycle time and increased competition; customer demand for the Company’s products; new application introductions and the Company’s ability to develop and deliver innovative applications and features; the Company’s ability to provide high-quality service and support offerings; the Company’s ability to build and expand its sales efforts; regulatory requirements or developments; changes in capital resource requirements; and other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; and future business combinations or disposals.

Further information on these and other risk and uncertainties relating to the Company can be found in its reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the SEC from time to time and available at www.sec.gov.  These documents are available under the SEC filings heading of the Investors section of the Company’s website at https://ir.instructure.com/overview/default.aspx.

The forward-looking statements included in this communication are made only as of the date hereof.  The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

ABOUT INSTRUCTURE
Instructure helps people grow from the first day of school to the last day of work. More than 30 million people use the Canvas Learning Management Platform for schools and the Bridge Employee Development Platform for businesses. More information at www.instructure.com.

ABOUT THOMA BRAVO, LLC
Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. With a series of funds representing more than $35 billion in capital commitments, Thoma Bravo partners with a Company’s management team to implement operating best practices, invest in growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings, with the goal of increasing the value of the business. Representative past and present portfolio companies include industry leaders such as ABC Financial, Blue Coat Systems, Deltek, Digital Insight, Frontline Education, Global Healthcare Exchange, Hyland Software, Imprivata, iPipeline, PowerPlan, Qlik, Riverbed, SailPoint, SolarWinds, SonicWall, Sparta Systems, TravelClick and Veracode. The firm has offices in San Francisco and Chicago.

 

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Imcheck Therapeutics raises USD 53 million, Gimv increases its investment in the immuno-oncology space

GIMV

04/12/2019 – 06:45 | Portfolio

In a Series B financing round of USD 53 million, Gimv is increasing its investment in French ImCheck Therapeutics (www.imchecktherapeutics.com), an emerging player in the field of cancer and auto-immune immunotherapies. The round was co-led by Pfizer Ventures (NYSE: PFE) and Bpifrance and joined by new investors specialized in life sciences. Gimv and other existing shareholders also participated for a significant portion of this raise.

The proceeds of the Series B will be used to fund the initial clinical trial for ImCheck’s first-in-class monoclonal antibody ICT01, to further expand the company’s broad pipeline of immunomodulators targeting the butyrophilins super-family and to bring additional immuno-oncology antibody programs into the clinic.

Bram Vanparys, Partner in Gimv’s Health & Care platform, about this new phase: “Imcheck has made significant progress since our investment in its Series A. We are very proud to have complemented Imcheck’s existing investors syndicate with a mix of reputable US and EU investors. Gimv’s significant participation in this Series B shows our firm belief in the impact Imcheck’s pipeline can have in the oncology and autoimmune space.”

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S&H, specialist consultant backed by Ardian

Ardian

Paris, France, 4 December 2019 – S&H is partnering with Ardian, a world-leading private investment house, to reorganize its capital and support the development and growth of the company, through a financing operation amounting to 14 million euros.
The consultancy firm specialized in modernising HR and Finance support functions, has over 250 employees and a turnover in excess of 30 million euros. S&H has provided consulting services to over 100 large and medium-sized businesses, across a variety of services, including:
  • – Strategy and innovation
  • – Project implementation and management
  • – Business intelligence design & analytics
  • – Digital integration and data management
  • – Change management and training
  • – Application maintenance and user support
The firm is well recognised for its strong expertise in Oracle solutions and also works with a range software publishers.
With Ardian minority investment, the business has funds to accelerate its growth trajectory through sizeable investments and external growth opportunities.
“Our growth, which has been steady since the company was founded, is proof of a dynamic market and our ability to respond to it. Ardian’s investment is an indication of our team’s strong performance and will give the company’s development a huge boost,” said Pap Amadou NGOM, Chairman and co-founder of S&H.
Geoffroy de La Grandière, Director at Ardian Growth, added: “The team at S&H have clearly demonstrated their ability to implement an ambitious growth strategy. This is reflected in their genuine expertise in integration during external growth operations. This operation illustrates our support to European companies with high potential.“
Florian Dupont, Investment Manager at Ardian Growth, concluded: “The positioning of S&H within the value chain and its impressive track record of innovation have asserted the company as a dynamic entrepreneurial player with excellent prospects for growth and we are proud to support them going forward.”

ABOUT S&H

S&H (Des Systèmes et des Hommes) is a Digital Services Company (DSC) that specializes in advising on the digital transformation of HR and Finance functions. Its 250 consultants work with large and medium-sized businesses on strategic projects, on an international scale, concerned with information systems: change strategy, help with decision-making, integration, Business Intelligence, Data Management, and change management support.
A diverse range of profiles, combining knowledge of customers’ lines of business with technical expertise, has been providing customers with real added value for 29 years.
But S&H consists first and foremost of talented people dedicated to making projects succeed and with strong shared values: diversity, commitment and solidarity. Ranked as a Great Place to Work for five consecutive years, and winner of the Prix des Talents DSC trophy in 2018, S&H is attentive to its employees’ development, career progression, and training in the solutions of the future. S&H won the Oracle Partners HCM Cloud prize in 2019 and the Oracle PaaS prize in 2018 for its innovative projects, and has earned the trust of its partner publishers (including Oracle, Talentsoft, NetSuite, Anaplan, Axway and Kyriba).
www.s-h.fr

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$96bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base.
Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world.
Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 640 employees working from fifteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), the Americas (New York, San Francisco and Santiago) and Asia (Beijing, Singapore, Tokyo and Seoul). It manages funds on behalf of more than 1,000 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.
www.ardian.com

LIST OF PARTICIPANTS

– S&H: Pap Amadou NGOM, Marc-Edouard Bellest
– Ardian: Geoffroy de La Grandière, Florian Dupont
– Ardian financial advisors: Crowe HAF (Thomas Corbineau, Julien Latrubesse)
– Ardian legal advisors: McDermott Will & Emery (Diana Hund – corporate / Pierre-Arnoux Mayoly – bancaire / Côme de Saint-Vincent – fiscal)
– S&H Financial VDD: Aca Nexia (Laurent Cazebonne, Olivier Duval)
– S&H legal advisor: BNR Avocats (Julien Berthezène)
– Arranger BNP (Enoline Marchadier – Brendan Gianoncelli) – Caisse d’Epargne Ile-de-France (Maxime Moysan)

PRESS CONTACTS

ARDIAN
Headland
Carl Leijonhufvud
CLeijonhufvud@headlandconsultancy.com
D: +44 (0)20 3805 4827
M: +44 (0)7901 853
S&H
Marie-Laure Leroy
Head of Marketing and Communications
Tel: +33 (0)1 75 77 75 28, mlleroy@s-h.fr

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Verint announces plan to separate into two independent publicly traded companies

Apax

4 December 2019

Also announces $200 million minority investment by funds advised by Apax Partners in support of Verint’s separation plan; additional $200 million to be invested post separation

New $300 Million Share Buyback Program Over Period Through Closing of Separation

MELVILLE, N.Y., December 4, 2019: Verint® Systems Inc. (NASDAQ: VRNT), today announced that its Board of Directors has unanimously approved proceeding with a plan to separate Verint into two independent companies: one of which will consist of its customer engagement business, and one of which will consist of its cyber intelligence business. Verint expects to complete the separation shortly after the end of Verint’s next fiscal year ending January 31, 2021.

“With our customer engagement business approaching $1 billion in annual revenue and our cyber intelligence business approaching $500 million in annual revenue, we believe the two independent, publicly traded companies will both benefit from the separation and be well positioned to pursue their own strategies, drive opportunities to accelerate growth and extend their market leadership. The separation will make it easier for investors to evaluate and make independent investment decisions in each business. In preparation for the separation, we have taken steps over the last several years to strengthen the two businesses operationally and believe we are now well positioned to execute our separation plan,” said Dan Bodner, Verint CEO.

Separation Details

Verint intends to implement the separation through a pro-rata distribution of common stock of a new entity that will hold the cyber intelligence business and expects the distribution to qualify as tax free to Verint shareholders for U.S. federal income tax purposes. The completion of the transaction is subject to certain customary conditions, including final approval of the Verint Board of Directors, receipt of tax opinions from counsel as well as rulings from the Internal Revenue Service and the Israeli Tax Authority with respect to tax treatment to Verint and its shareholders, and effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission. The separation is not expected to require a shareholder vote. The separation structure is subject to change based upon various tax and regulatory factors and there can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing.

Investment by Funds Advised by Apax Partners

Funds advised by Apax Partners (the “Apax Funds”), a global private equity advisory firm, have agreed to invest up to $400 million in Verint, subject to customary closing conditions including the receipt of required regulatory clearances. The Apax Funds have significant experience in the software sector, including through previous investments in TriZetto, Plex Systems, RealPage, Sophos, Epicor and Exact Software. The investment will be made in the form of convertible preferred stock in two tranches of $200 million each. The first tranche is targeted to close in our first quarter ending April 30, 2020.  The second tranche, conditioned on and expected to close shortly following the separation (expected shortly after the end of Verint’s next fiscal year ending January 31, 2021), will be made into Verint, the entity holding the customer engagement business.

Mr. Bodner added, “Apax Partners has a proven track record of creating value by partnering with leading software companies around the world, including significant experience in both carve-outs and cloud transitions. The investment represents a strong vote of confidence in our strategy and future growth opportunities.”

In connection with the closing of the first tranche of the investment, Jason Wright, Partner at Apax Partners, will be appointed to Verint’s Board of Directors.  At the closing of the second tranche, the company will add a mutually agreed upon independent Director to Verint’s Board.

Mr. Wright said, “We are excited to partner with Verint and help the Company complete the separation, enabling both businesses to achieve their full potential. Verint’s Customer Engagement business is a market leader and we look forward to working with management to execute its cloud strategy and extend its market leadership.”

Under the investment agreement, the Apax Funds will initially purchase $200 million of Series A convertible preferred stock with an initial conversion price of $53.50, representing a conversion premium of 17% percent over the volume-weighted average price of the Company’s common stock over the 45 day period prior to the signing date.  The Series A convertible preferred stock will not participate in the spin-off of the cyber intelligence business but will have its conversion price adjusted and will remain invested in the entity holding the customer engagement business.  Shortly following the separation, the Apax Funds will purchase, subject to certain conditions, up to $200 million of  Series B convertible preferred stock with an initial conversion price based on the volume-weighted average price of the Company’s common stock over a 20 day period following the separation, subject to a collar on the minimum and maximum enterprise value of the company post separation.  Both the Series A and Series B will have an initial dividend rate of 5.2% dropping to 4.0% over time.  Assuming both the Series A and the Series B are issued on the expected timeframe and remain outstanding for 8.5 years from their respective dates of issuance, the average dividend rate on the combined investment will be approximately 4.5%.  Following the closing of the Series A investment, the Apax Funds’ ownership in Verint on an as-converted basis will be approximately 5%. Assuming completion of the Series B investment and the separation, the Apax Funds’ ownership on an as-converted basis will be between 11.5% and 15.0%.

Additional information may be found in the Form 8-K that will be filed today with the U.S. Securities and Exchange Commission.

Share Buyback Program

Verint today also announced that our Board of Directors has authorized a new share repurchase program whereby we may repurchase up to $300 million of common stock over the period ending on February 1, 2021 (on or shortly before the planned business separation). Repurchases are expected to be financed with the proceeds of the first tranche of the Apax Funds investment and available cash, including possible borrowings under our revolving credit facility. We may utilize a number of different methods to effect the repurchases, including but not limited to, open market purchases and accelerated share repurchases, and some of the repurchases may be made through Rule 10b5-1 plans. The specific timing, price, and size of purchases will depend on prevailing stock prices, general market and economic conditions, and other considerations, including the amount of cash available in the U.S. and other potential uses of cash. The program may be extended, suspended or discontinued at any time without prior notice and does not obligate us to acquire any particular amount of common stock.

Customer Engagement and Cyber Intelligence Leadership

We believe that both our businesses are leaders in their respective markets and the separation will enable them to achieve even better performance over the long term, as the two companies will have:

  • separate boards with further differentiated skillsets to support tailored strategic plans;
  • specific incentive programs more closely aligned with standalone business performance;
  • capital structures tailored to the unique characteristics of each business; and
  • enhanced appeal to a broader set of investors suited to the strategic and financial characteristics of each company.
Customer Engagement Business Highlights

  • Market leader
  • Approaching $1 billion of annual revenue
  • Cloud transition opportunity
 Cyber Intelligence Business Highlights

  • Market leader
  • Approaching $500 million of annual revenue
  • Software model transition opportunity

Mr. Bodner concluded, “Today’s announcements are consistent with our commitment to creating value for our shareholders. We have built two strong, but increasingly distinct businesses, and we believe that separating these two businesses at this stage of their evolution will allow each to unlock its full potential.  Our customer engagement business will continue to focus on helping organizations elevate customer experience while reducing costs and our cyber intelligence business will continue to focus on helping make the world a safer place.”

Jones Day is serving as legal advisor to Verint and Jefferies LLC is acting as financial advisor to Verint.Kirkland & Ellis LLP is serving as legal advisor to Apax Partners.

About Verint Systems Inc.

Verint® (Nasdaq: VRNT) is a global leader in Actionable Intelligence® solutions with a focus on customer engagement optimization and cyber intelligence. Today, over 10,000 organizations in more than 180 countries—including over 85 percent of the Fortune 100—count on intelligence from Verint solutions to make more informed, effective and timely decisions. Learn more about how we’re creating A Smarter World with Actionable Intelligence® at www.verint.com.

About Apax Partners

Apax Partners is a leading global private equity advisory firm. Over its more than 40-year history, Apax Partners has raised and advised funds with aggregate commitments of c.$50 billion. The Apax Funds invest in companies across four global sectors of Tech & Telco, Services, Healthcare and Consumer. These funds provide long-term equity financing to build and strengthen world-class companies. For more information see: www.apax.com.

Cautions About Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management’s expectations that involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, any of which could cause our actual results or conditions to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause our actual results or conditions to differ materially from current expectations include, among others: uncertainties regarding the impact of general economic conditions in the United States and abroad, particularly in information technology spending and government budgets, on our business; risks associated with our ability to keep pace with technological advances and challenges and evolving industry standards; to adapt to changing market potential from area to area within our markets; and to successfully develop, launch, and drive demand for new, innovative, high-quality products that meet or exceed customer needs, while simultaneously preserving our legacy businesses and migrating away from areas of commoditization; risks due to aggressive competition in all of our markets, including with respect to maintaining revenues, margins, and sufficient levels of investment in our business and operations; risks created by the continued consolidation of our competitors or the introduction of large competitors in our markets with greater resources than we have; risks associated with our ability to successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with valuations, reputational considerations, capital constraints, costs and expenses, maintaining profitability levels, expansion into new areas, management distraction, post-acquisition integration activities, and potential asset impairments; risks relating to our ability to properly manage investments in our business and operations, execute on growth initiatives, and enhance our existing operations and infrastructure, including the proper prioritization and allocation of limited financial and other resources; risks associated with our ability to retain, recruit, and train qualified personnel in regions in which we operate, including in new markets and growth areas we may enter; risks that we may be unable to establish and maintain relationships with key resellers, partners, and systems integrators and risks associated with our reliance on third-party suppliers, partners, or original equipment manufacturers (“OEMs”) for certain components, products, or services, including companies that may compete with us or work with our competitors; risks associated with the mishandling or perceived mishandling of sensitive or confidential information, including information that may belong to our customers or other third parties, and with security vulnerabilities or lapses, including cyber-attacks, information technology system breaches, failures, or disruptions; risks that our products or services, or those of third-party suppliers, partners, or OEMs which we use in or with our offerings or otherwise rely on, including third-party hosting platforms, may contain defects, develop operational problems, or be vulnerable to cyber-attacks; risks associated with our significant international operations, including, among others, in Israel, Europe, and Asia, exposure to regions subject to political or economic instability, fluctuations in foreign exchange rates, and challenges associated with a significant portion of our cash being held overseas; risks associated with political factors related to our business or operations, including reputational risks associated with our security solutions and our ability to maintain security clearances where required, as well as risks associated with a significant amount of our business coming from domestic and foreign government customers; risks associated with complex and changing local and foreign regulatory environments in the jurisdictions in which we operate, including, among others, with respect to trade compliance, anti-corruption, information security, data privacy and protection, tax, labor, government contracts, relating to our own operations as well as to the use of our solutions by our customers; challenges associated with selling sophisticated solutions, including with respect to assisting customers in understanding and realizing the benefits of our solutions, and developing, offering, implementing, and maintaining a broad and sophisticated solution portfolio; challenges associated with pursuing larger sales opportunities, including with respect to longer sales cycles, transaction reductions, deferrals, or cancellations during the sales cycle, risk of customer concentration; challenges associated with our ability to accurately forecast when a sales opportunity will convert to an order, or to accurately forecast revenue and expenses, including as a result of our Customer Engagement segment cloud transition and our Cyber Intelligence segment software model transition, and increased volatility of our operating results from period to period; risks that our intellectual property rights may not be adequate to protect our business or assets or that others may make claims on our intellectual property, claim infringement on their intellectual property rights, or claim a violation of their license rights, including relative to free or open source components we may use; risks that our customers delay or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise; risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all; risks associated with significant leverage resulting from our current debt position or our ability to incur additional debt, including with respect to liquidity considerations, covenant limitations and compliance, fluctuations in interest rates, dilution considerations (with respect to our convertible notes), and our ability to maintain our credit ratings; risks arising as a result of contingent or other obligations or liabilities assumed in our acquisition of our former parent company, Comverse Technology, Inc. (“CTI”), or associated with formerly being consolidated with, and part of a consolidated tax group with, CTI, or as a result of the successor to CTI’s business operations, Mavenir, Inc., being unwilling or unable to provide us with certain indemnities to which we are entitled; risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, internal controls, and personnel, and our ability to successfully implement and maintain enhancements to the foregoing, for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays; risks associated with changing accounting principles or standards, tax laws and regulations, tax rates, and the continuing availability of expected tax benefits; risks associated with market volatility in the prices of our common stock and convertible notes based on our performance, third-party publications or speculation, or other factors and risks associated with actions of activist stockholders; risks associated with the planned issuance of preferred stock to Apax Partners, including with respect to Apax’s significant ownership position and potential that their interests will not be aligned with those of our common stockholders; and risks associated with the planned spin-off of our Cyber Intelligence business, including the possibility that the spin-off transaction may not be completed in the expected timeframe or at all, that it does not achieve the benefits anticipated, or that it negatively impacts our operations or stock price.  We assume no obligation to revise or update any forward-looking statement, except as otherwise required by law.  For a detailed discussion of these risk factors, see our Annual Report on Form 10-K for the fiscal year ended January 31, 2019,  our Quarterly Report on Form 10-Q for the quarter ended April 30, 2019 and our Quarterly Report on Form 10-Q for the quarter ended October 31, 2019, when filed, and other filings we make with the SEC.

VERINT, ACTIONABLE INTELLIGENCE, THE CUSTOMER ENGAGEMENT COMPANY, CUSTOMER ENGAGEMENT SOLUTIONS, CYBER INTELLIGENCE SOLUTIONS, GI2, FIRSTMILE, OMNIX, WEBINT, LUMINAR, RELIANT, VANTAGE, STAR-GATE, TERROGENCE, SENSECY, and VIGIA are trademarks or registered trademarks of Verint Systems Inc. or its subsidiaries.  Verint and other parties may also have trademark rights in other terms used herein.

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Lumeon partners with Medtronic on value-based care

GIlde Healthcare

Utrecht (the Netherlands) and London, (UK) – Lumeon, the leader in Care Pathway Management (CPM), today announced that it has entered a strategic partnership with Medtronic, a global leader in medical technology, services, and solutions, that will support Medtronic’s European healthcare provider customers in their transition to efficient, value-based care models.

Through the partnership, Medtronic’s Integrated Healthcare Solutions (IHS) business will leverage Lumeon’s leading CPM Platform to operationalise care pathways for surgery optimization and chronic disease management. These pathways allow providers to create more effective care coordination that reduces the cost of care delivery while minimising unwarranted variation in care.

Medtronic IHS aims to enhance the efficiency and effectiveness of patient care settings, such as cardiac catheterisation labs and operating rooms, while optimising patient pathways and care delivery from the time a patient is referred for treatment to the time he or she has fully recovered.

“As the global healthcare market undergoes a transition from activity-based reimbursement to outcome-based reimbursement, providers are faced with the challenge of reinventing their business models while delivering care that ensures high-quality clinical, operational, and financial outcomes,” said Robbie Hughes, founder and CEO at Lumeon. “We are proud to be working with Medtronic, a company with a well-earned reputation in value-based care models, to help providers master that transition.”

“We are partnering with over 100 hospitals in Europe to develop evidence-based, best practice-informed pathways that deliver superior outcomes for the lowest possible cost,” said Frederic Noël, vice president, Medtronic IHS EMEA. “To help our customers embed these pathways in daily practice and apply them at scale, across their patient groups, we need more than pathway reference models and change management services. We must provide them with solutions to digitalise the pathway, and automate and orchestrate multi-disciplinary care delivery, leveraging Lumeon’s CPM platform.”

Lumeon’s CPM platform ensures that every patient stays on a personalised plan of care throughout his or her entire healthcare journey. It leverages intelligent automation and orchestration to manage a shared plan of care across multiple teams and settings, automatically adjusting activities and deploying the right resource required for each individual patient in real-time.

 

About Lumeon
Lumeon provides Care Pathway Management (CPM) solutions for healthcare organizations. Its industry-leading platform combines evidence-based pathways with deep operational expertise to deliver better care at lower cost.
A patient-first approach to pathway design, orchestration and automation ensures healthcare provider resources are optimized to deliver superior outcomes at less cost, achieving the goals of new reimbursement models.
Progressive health systems in the USA and Europe have deployed Lumeon’s multi-award winning platform across more than 2,000 care locations. For more information, visit the company’s website at www.lumeon.com

About Gilde Healthcare
Gilde Healthcare is a specialized European healthcare investor managing € 1 billion ($ 1.2 billion) across two fund strategies: venture & growth capital and private equity. Gilde Healthcare’s venture & growth capital fund invests in health tech and therapeutics. The venture & growth companies are based in Europe and North America. Gilde Healthcare’s private equity fund invests in profitable European lower mid-market healthcare companies with a focus on the Benelux and DACH region. The private equity fund targets healthcare providers, suppliers of medical products and service providers in the healthcare market. For more information, visit the company’s website at www.gildehealthcare.com

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IK Investment Partners acquires Ondal Medical Systems

ik-investment-partners

IK Investment Partners (“IK”) is pleased to announce that the IK VIII Fund has reached an agreement to acquire Ondal Holding GmbH (“Ondal” or “the Company”), a leading Original Design Manufacturer (“ODM”) of medical pendant systems used mainly in operating rooms and intensive care units, from funds advised by Capvis.

Founded in 1945, Ondal has become the global #1 provider of medical pendant systems. With its innovative and broad product portfolio applied in settings such as operating rooms, intensive care units as well as diagnostic and imaging rooms, Ondal sets the global quality standard for medical pendant systems in terms of reliability, functionality and usability. Products manufactured by Ondal are internationally certified in various regulated markets, ensuring compliance with the highest quality standards. Headquartered in Hünfeld, Ondal operates three strategically located manufacturing sites in Germany, the US and China, employing over 500 people.

“With our high-quality pendant products, we carry, move and supply medical equipment to create optimal working conditions. This has enabled us to establish longstanding relationships with international blue-chip customers. IK is the ideal partner as they have a profound understanding of medical technology end-markets and share our vision for growth. We would like to thank Capvis for its support during our partnership,” said Bernd Fabian, CEO of Ondal.

“Ondal is the globally leading platform for medical pendant systems and trusted strategic partner to medical technology companies. Together with management, we will continue to build on the Company’s strong market position as technology leader in its product segment,” said Anders Petersson, Partner at IK and advisor to the IK VIII Fund.

Ondal represents the IK VIII Fund’s fourth Mid Cap acquisition this year, and the 15th acquisition announced by the Fund. Financial terms of the transaction are not disclosed.

Parties involved:
IK Investment Partners: Anders Petersson, Adrian Tanski, Daniel-Vito Günther
Buyer financial advisor: Quarton (Konstantin Schönborn, Rolf Holtmann)
Buyer strategic due diligence: Alvarez & Marsal (Georg Hochleitner)
Buyer financial due diligence: Eight Advisory (Michael Wahl)
Buyer legal advisor: Renzenbrink & Partner (Ulf Renzenbrink)
Capvis: Eric Trüeb, Leif-Niklas Fanter
Seller financial advisor: William Blair (Philipp Mohr, Eike Dickmann)
Seller legal advisor: Hengeler Müller (Daniel Wiegand)

For further questions, please contact:

IK Investment Partners 
Anders Petersson, Partner
Phone: +49 40 369 8850

Mikaela Murekian, Director Communications & ESG
Phone: +44 77 87 573 566
mikaela.murekian@ikinvest.com

About Ondal Medical Systems
Ondal is one of the world’s leading developer and manufacturer of medical pendant systems that facilitate movement, support loads and supply medical equipment with light, gas or data. For more information, visit www.ondal.de

About IK Investment Partners
IK Investment Partners (“IK”) is a Pan-European private equity firm focused on investments in the Nordics, DACH region, France, and Benelux. Since 1989, IK has raised more than €10 billion of capital and invested in over 130 European companies. IK funds support companies with strong underlying potential, partnering with management teams and investors to create robust, well-positioned businesses with excellent long-term prospects. For more information, visit www.ikinvest.com

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KKR and XPV Water Partners Form New Platform to Promote Water Quality

KKR

NEW YORK–(BUSINESS WIRE)–Dec. 3, 2019– KKR, in partnership with XPV Water Partners, today announced the formation of a wastewater treatment platform with the goal of creating the leading provider of end-to-end nutrient management solutions for municipal and industrial wastewater treatment facilities. Through the foundational acquisitions of Environmental Operating Solutions, Inc. (“EOSi”) and Nexom, Inc. – two providers of nutrient management technologies – the platform aims to address nutrient contamination of water globally by building a diversified and growing portfolio of leading solutions.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20191203005263/en/

Over the past 50 years, agricultural runoff from increased use of fertilizers, stormwater runoff from more development and rainfall, and wastewater effluent from municipal and industrial plants have combined to produce a concentration of nutrients in downstream water bodies. Excess nutrients can cause eutrophication and subsequent toxic algae blooms, resulting in loss of aquatic life, human health concerns and other environmental and economic damage. The Environmental Protection Agency has named nutrient pollution “one of America’s most widespread, costly and challenging environmental problems,” with 53% of rivers, 71% of lake acres, 79% of estuary square miles and 98% of great lakes shoreline miles classified as impaired.

“We are pleased to be working with XPV to scale solutions to water pollution. XPV is a thought leader in the water sector with deep connectivity across key stakeholders. Together, we are focused on expanding this platform to promote water quality,” said Robert Antablin and Ken Mehlman, Co-Heads of KKR Global Impact.

“The challenges associated with nutrient management are compounding every year. We view the formation of this platform as a game-changing next step in our strategy: to build a global end-to-end supplier of the products and services that municipal and industrial operators need to solve nutrient management challenges. We look forward to continuing this journey with the EOSi and Nexom teams, alongside KKR, to help drive the next phase of growth of this exciting new platform,” said David Henderson, Partner, XPV Water Partners.

For KKR, the investment is part of the Firm’s Global Impact strategy, which is focused on identifying and investing behind companies whose core business models provide commercial solutions that contribute measurable progress toward one or more of the United Nations Sustainable Development Goals. By reducing pollution and improving water quality, this newly created platform will deliver measurable progress toward achieving the United Nations SDG #6, ensuring the availability and sustainable management of clean water.

The platform is the fifth investment out of KKR’s Global Impact strategy, following investments in Burning Glass, KnowBe4, Ramky Enviro Engineers Limited and Barghest Building Performance. Over the last decade, KKR has been a leader in driving and protecting value throughout the firm’s private markets portfolio through thoughtful Environmental, Social and Governance (“ESG”) management, as well as measuring and reporting on performance to the public and investors.

About KKR

KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic partners that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

About XPV Water Partners

XPV Water Partners is comprised of experienced water entrepreneurs, operators, and investment professionals dedicated to make a difference in the water industry. XPV invests in and actively supports water-focused companies to enable them to grow and deliver value for all stakeholders. XPV manages over $400 million USD in investment capital from institutional investors in North America, Europe and Asia. For more information, visit www.xpvwaterpartners.com and on Twitter @XPVwater.

About EOSi

Based in Bourne, Massachusetts, EOSi provides non-hazardous and environmentally sustainable glycerin-based chemicals (“MicroC”) and technical services for biological nutrient removal applications in wastewater systems. EOSi offers superior product quality, technical support and a high level of service to municipal and industrial wastewater treatment plant operators.

About Nexom

Based in Winnipeg, Canada, Nexom provides proven technologies that enable new and existing wastewater treatment plants to meet their nutrient reduction targets. Nexom has developed or acquired seven biological or filtration based technologies, all of which are used to treat wastewater to meet exceedingly strict discharge standards. Nexom benefits from a strong portfolio of products with technical differentiation in certain use cases and a portfolio of references (700+ successful installations).

Source: KKR

Media
KKR:
Kristi Huller or Cara Major
212.750.8300
Media@KKR.com

XPV Water Partners:
Mike Stadnyckyj
416.864.0475 x 308
media@xpvwaterpartners.com

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Kames Capital to move to fully-integrated global model

Kames Capital

Posted on 03 December 2019

bas_dec2019

Today we announced to clients some exciting changes at Kames Capital, as we enhance our client proposition and move to a globally-integrated model as part of our parent group, Aegon Asset Management.

This move will provide Kames Capital’s clients with access to a wider selection of best-of-breed products and services from across Aegon Asset Management, while allowing our investment teams in Edinburgh and London to leverage the expertise and research capabilities from the global group.

There will be no changes to the way we manage clients’ portfolios or the investment managers who run them. We will also maintain current local relationships and client servicing.

The integration will, however, see the Kames Capital brand retired in mid-2020 as the business moves to the globally-recognised Aegon Asset Management brand.

The new structure will create a global investment business with assets under management of £303 billion that maximises the full potential of our teams from across the world.

The new structure, which will take effect from 1 February 2020, will see the global business create four distinct investment platforms in line with the uniquely differentiated capabilities for which Kames Capital and Aegon Asset Management are globally recognised and competitive. These are Fixed Income, Real Assets, Equities and Multi-Asset & Solutions.

Each platform will be led by a global chief investment officer with responsibility for our multi-site investment teams. Each global CIO will also sit on the newly formed global operating management board headed by Aegon Asset Management chief executive Bas NieuweWeme

This integration will provide our investment teams with access to all the resources, expertise, and knowledge of the Aegon Asset Management group across its multiple locations. It also means we can offer our clients best-of-breed products and services from across the group.

Kames Capital is proud of its UK heritage and we are confident our new global structure will enable us to take an important step in enhancing our product offerings, service and overall client experience.

If you would like any further information or have any questions please contact your usual Kames Capital representative.

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HH Global Announces Agreement by Blackstone to make a £100m Strategic Minority Equity Investment

Blackstone

London, United Kingdom, December 3, 2019 – HH Global (the “Company”), a leading global outsourced marketing execution provider, has reached an agreement with funds managed or advised by Blackstone Tactical Opportunities in relation to a £100m strategic minority equity investment in HH Global. Subject to receipt of relevant antitrust approvals, Blackstone’s investment is expected to complete in the first quarter of 2020.

Robert MacMillan, Chairman and Group CEO of HH Global, said: “We look forward to our strategic partnership with the Blackstone team and are excited about reaching new milestones as we embark on this next stage of our journey. Blackstone’s equity investment and extensive experience will enable our committed leadership team to accelerate growth in our core business, broaden our service offering and pursue expansion opportunities globally. The investment allows us to also significantly grow our newly developed data and digital multi-channel marketing offering with a global buy and build strategy.”

Raphael de Botton, Managing Director of Blackstone, said: “We look forward to working with Robert MacMillan and the excellent management team he has assembled. The Company is one of the few truly global operators in the market, which we believe is a strong differentiator to capture the exciting growth ahead of us. We look forward to supporting HH Global’s impressive growth trajectory, both organically and through M&A.”

HH Global’s seasoned leadership with strong industry experience, its global asset-light operating model and relentless focus on execution has underpinned its rapid growth. The Company’s track record of building and maintaining long-term trusted client relationships makes HH Global the first-choice partner in outsourced marketing execution for leading brands globally.

Moelis & Company acted as exclusive financial adviser to HH Global, Osborne Clarke as legal adviser and Jamieson advised on management incentive arrangements.  Slaughter and May acted as legal adviser to Blackstone.

The terms of the transaction were not disclosed.

About HH Global

Founded in 1991, HH Global is a leading global outsourced marketing execution provider. Applying proven processes, industry-leading technology, and the deep expertise of over 1,300+ employees, we develop innovative solutions that drive down the cost of our clients’ physical marketing procurement and content development, while improving quality, sustainability, and speed to market.

About Blackstone

Blackstone is one of the world’s leading investment firms. The Blackstone team seeks to create positive economic impact and long-term value for investors, the companies Blackstone invests in, and the communities in which Blackstone works. Blackstone does this by using extraordinary people and flexible capital to help companies solve problems.  Its asset management businesses, with $554 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis.  Follow Blackstone on twitter @Blackstone. Further information is available at www.blackstone.com.

Contact
HH Global
Victoria Ergolavou
+44 207 526 3628
vergolavou@apcoworldwide.com

Blackstone
Ramesh Chhabra
+44 207 451 4053
Ramesh.Chhabra@Blackstone.com

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