ConvergeOne Holdings, Inc. (Nasdaq: CVON, “ConvergeOne” or the “Company”), a leading global IT and managed services provider of collaboration and technology solutions, today announced that it has entered into a definitive agreement to be acquired by affiliates of CVC Fund VII (“CVC”) in an all-cash transaction valued at approximately $1.8 billion. Subject to customary closing conditions and regulatory approvals, ConvergeOne expects the transaction to close in the fourth quarter of 2018 or the first quarter of 2019. ConvergeOne will maintain its corporate headquarters in Eagan, MN and continue to be led by its current executive team.

Pursuant to the terms of the merger agreement, affiliates of CVC will commence a tender offer for all of the outstanding shares of the Company in an all-cash transaction valued at $12.50 per share of common stock of the Company, representing a 35% premium to the thirty-day VWAP prior to October 25, 2018 and representing over a 56% premium to the closing price on ConvergeOne’s debut date on the Nasdaq on February 23, 2018. ConvergeOne’s Board of Directors unanimously approved the agreement and believes the transaction maximises shareholder value. Following the execution of the merger agreement, affiliates of Clearlake Capital Group, L.P. (collectively, “Clearlake”), the majority shareholder and private equity sponsor of ConvergeOne along with the directors and officers of the Company, together holding approximately 68 percent of the outstanding shares of common stock of the Company, have agreed to tender their shares in the offer pursuant to a tender and support agreement.

John A. McKenna Jr., Chairman and Chief Executive Officer of ConvergeOne commented, “Today’s announcement is a tremendous accomplishment for ConvergeOne and highlights the continued success of the Company. We are extremely proud of the ConvergeOne team, and we truly appreciate our phenomenal partnership with Clearlake and our other shareholders that has resulted in significant value creation. Our team is thrilled to partner with CVC to execute on the compelling growth opportunities in the rapidly evolving collaboration and technology services market.”

Behdad Eghbali, Managing Partner and Co-Founder of Clearlake, added, “The success we have achieved working alongside ConvergeOne’s team since our initial investment in June 2014 is a perfect example of our operational approach, O.P.S.^®, in action, as well as our buy-and-build strategy. Together with management, we transformed the Company into a world-class managed services franchise, achieving approximately 400% EBITDA growth through the period of our ownership since 2014, completing a public listing, and ultimately maximising shareholder value through this transaction. We are proud to have partnered with John and his team and look forward to watching the Company’s continued growth in the future.”

Chris Colpitts, Senior Managing Director of CVC, said, “We are very impressed by the momentum of ConvergeOne and share their excitement for the Company’s growth potential. ConvergeOne has a significant opportunity to capitalise on the cloud adoption and digital transformation tailwinds of its enterprise customers. Using our industry expertise and global network, we look forward to supporting ConvergeOne’s continued growth, both organically and through its proven M&A program.”

Raymond James & Associates and William Blair acted as financial advisors to ConvergeOne in connection with the transaction. Raymond James & Associates, William Blair, and Jefferies LLC provided fairness opinions to ConvergeOne’s Board of Directors. Cooley LLP served as legal counsel to ConvergeOne. Deutsche Bank and UBS Investment Bank acted as financial advisors to CVC, and White & Case LLP served as CVC’s legal counsel in connection with the transaction.

Omada A/S (“Omada” or the “Company”), a global leader of identity governance and administration (“IGA”) software and services, today announced that CVC Capital Partners’ Growth Fund (“CVC Growth Partners” or “CVC”) and GRO Capital (“GRO”) have agreed to become new majority shareholders and provide further capital into the Company to accelerate growth.

CVC Growth Partners and GRO will partner with Omada’s management team to further accelerate Omada’s product innovation, grow its partner network in North America and Europe, enhance sales and marketing efforts, as well as continue expanding its strong position in Europe and building greater depth in the North American market.

Omada is headquartered in Copenhagen, Denmark, with over 270 employees across offices in Europe and North America. The Company helps its customers globally to govern and control users’ access rights to enterprise systems and data, reduce risk of accidental or wrongful data access, and ensure compliance with regulation (such as GDPR) as well as industry-specific legislation.

Omada’s software platform, the Omada Identity Suite (“OIS”), is a best-in-class next generation IGA solution. OIS, together with the Company’s unique best practice process framework for identity management and access governance, enables enterprises to manage identities and govern their access on an ongoing basis across heterogeneous IT systems, including major IT vendor platforms delivered on-premises and in the cloud, and a number of legacy and modern applications. The demand for Omada’s offerings has been increasing globally along with customer awareness of potential solutions to their complex identity governance challenges, and the Company has grown revenues at a compounded annual growth rate of over 40% for the last 2 years.

“We are excited about the partnership with CVC and GRO and we look forward to working with them to fulfil our joint vision to serve the majority of enterprises of the world with our strong Identity & Access Governance solution”, said Morten Boel Sigurdsson, CEO and founder of Omada. “CVC and GRO represent a unique combination of competencies that will support our expansion in North America, Europe and other markets. The need for IGA solutions is rapidly increasing across markets as more and more organisations realise the need for a flexible IGA solution to protect them from hacking, insider threats, increased compliance requirements and the consequences of GDPR.”

“The increasingly complex IT world and more stringent compliance requirements globally will continue to drive strong demand for Omada’s next generation identity governance solution, as the Company has proven its ability to successfully solve complex problems for its customers”, said Sebastian Kuenne, who leads CVC Growth Partners in Europe. “Omada represents an exciting opportunity and is a perfect fit for our growth fund, which focuses on high-growth software and technology-enabled business services companies. We, together with GRO, are thrilled to partner with Morten and the entire executive team to expand Omada’s offering and global presence.”

“We have followed Omada for close to a decade and are very impressed with the product and their blue-chip customer base. This investment is perfectly aligned with GRO’s strategy of investing in outstanding technology companies and helping accelerate their growth”, said Morten Weicher, partner at GRO Capital. “Morten Sigurdsson has built a very strong team and assembled a deep bench of highly skilled and ambitious individuals operating in a unique culture of teamwork, delivery, and customer service.”

With the entrance of CVC and GRO, C5 Capital (“C5”) will no longer be shareholders in Omada. “We are pleased to have contributed to the growth of Omada since 2015”, said Andre Pienaar, managing partner and founder at C5 Capital.

Morten Weicher, Sebastian Kuenne, Lars Dybkjær (Managing Partner of GRO Capital), and John Clark (Managing Partner of CVC Growth Partners) will join Omada’s board of directors.

Closing of the transaction is anticipated to take place in December 2018, and is subject only to mandatory competition approvals.