CommerceHub Inc. (NASDAQ:CHUBA) shares soared Tuesday after announcing affiliates of private equity firms GTCR and Sycamore Partners have reached a definitive agreement to acquire the ecommerce company in an all-cash deal valued at US$1.1bn, or US$22.75 a share.
CommerceHub said the buyout offer represents a 24.5% premium to the March 5 closing price of its Series A stock, and a 19.3% premium to the one-month volume-weighted average of those shares.
In late-morning trading, CommerceHub shares were up 23.15% to US$22.50.
“This is a significant milestone for CommerceHub and a very positive outcome for our stockholders," Frank Poore, CommerceHub’s founder, president and CEO, said. Poore said Chicago-based GTCR and New York-based Sycamore "recognise the power of CommerceHub’s platform and our unique ability to transform how retailers and brands drive growth through ecommerce."
Poore said the Albany, New York-based provider of cloud-based marketing and fulfilment services to retailers and consumer brands is "confident that our relationship with GTCR and Sycamore will accelerate the development of our platform and solutions to enable the future of retail."
Law firms threaten action
However, a handful of shareholder rights law firms already are rattling their swords and are indicating that they are exploring potential actions against CommerceHub and its board of directors for alleged breach of fiduciary duty regarding the transaction. The law firms say they are looking into the fairness of the offer.
CommerceHub said its board unanimously approved the deal and has recommended that stockholders vote their shares in favour of the transaction. CommerceHub expects the transaction to close in the third quarter subject to customary closing conditions, including the approval of the company’s stockholders and required regulatory approvals.
Mark Anderson, managing director of GTCR, said his private equity firm "excited to work with Frank to continue executing on their vision for a platform and network to tie together all sources of demand, supply and delivery in global ecommerce."
Likewise, Peter Morrow, managing director of Sycamore Partners, said his firm looks forward "to working with the CommerceHub team to help them grow by continuing to enable retailers’ and suppliers’ ecommerce offerings.”