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Advent International has offered $1.02 a share in cash for Definitive Healthcare's publicly held stock. The company's founder and executive chairman, Jason Krantz, is already aligned with Advent on the deal — his stake is excluded from the acquisition, so he keeps it if any deal closes.
Advent submitted the non-binding proposal on September 1, targeting all Class A shares and equivalent limited liability company units not already owned by Advent or Krantz. A special committee of independent directors confirmed receipt the following day and said it is reviewing the offer with its advisors — Rothschild & Co on finance and Skadden, Arps, Slate, Meagher & Flom on legal.
The publicly traded float is about 34.8% of total shares outstanding. The committee is negotiating on behalf of that minority; Advent and Krantz hold the rest and are on the other side. Krantz is not selling. The public shareholders are being offered $1.02 and a door.
Shares closed at $1.0400 on September 3, up 15.26% from the prior session, on dollar volume of about $9.4 million. The close sits above the stated offer price.
On the same day the committee confirmed the proposal, the company announced the appointment of Clay Ritchey as chief executive officer, effective September 8, according to a September 2 filing with the SEC. His predecessor, Kevin Coop, left on August 31 — the day before the offer was submitted.
The committee has made no decision and says no shareholder action is required yet. Ritchey arrives as the company is deciding whether to remain public at all.