The upcoming merger between Perficient, Inc. and Plano HoldCo, Inc. (along with its subsidiary, Plano BidCo, Inc.), affiliates of EQT Asia, is making waves in the digital consultancy industry. Scheduled to close on October 2, 2024, this strategic transaction will mark a new chapter for both companies. As part of the process, Perficient’s shares (PRFT) will be delisted from the stock market on October 1, 2024, at 8 PM. This article outlines everything you need to know, from the details of the merger agreement to the shareholder voting results that have shaped this significant event.
The Merger Agreement: A Strategic Move
On May 5, 2024, Perficient, Inc. entered into an Agreement and Plan of Merger with Plano HoldCo, Inc. and Plano BidCo, Inc. Under this agreement, Plano BidCo will merge into Perficient, and Perficient will become a wholly owned subsidiary of Plano HoldCo. This merger is designed to strengthen Perficient's position in the market, leveraging the expertise and resources of EQT Asia’s affiliates, including BPEA Private Equity Fund VIII.
For Perficient shareholders, the terms of the agreement state that each share of common stock will be converted into the right to receive $76.00 in cash. This all-cash transaction represents a premium over the recent trading prices, making it an attractive offer for investors looking for liquidity.
Shareholder Vote Results: Approval of the Merger
The merger proposal was subject to a vote by Perficient’s shareholders. According to the final tally, the majority of shareholders voted in favor of the merger. This approval was crucial as the deal could not proceed without it.
Here’s a breakdown of the shareholder vote:
Votes in favor: A strong majority approved the merger proposal, representing confidence in the strategic direction of the company and its leadership.
Votes against: A smaller group expressed dissent, possibly due to concerns about the valuation or future prospects of the merged entity.
Abstentions: A minor percentage chose to abstain from voting.
This positive result reflects broad support from the investment community for Perficient’s decision to merge with Plano HoldCo. The board of directors had already recommended a "yes" vote, underlining that the deal was in the best interest of all shareholders.
Transaction Timeline: Key Dates to Watch
Investors and stakeholders should mark their calendars for the following key dates:
October 1, 2024, 8 PM: Perficient’s stock (PRFT) will be delisted from the NASDAQ, ceasing public trading.
October 2, 2024: The official close of the merger, when Perficient becomes a subsidiary of Plano HoldCo.
After delisting, shareholders will no longer be able to trade PRFT shares on the stock exchange. Instead, they will receive $76.00 per share as part of the merger consideration. For those who hold their shares through brokers, the payment will be processed automatically by their respective custodians.
Why This Merger Matters for Perficient
This merger is a pivotal moment for Perficient as it enables the company to access more capital and resources under EQT Asia's management. With the global economy increasingly relying on digital transformation, this merger positions Perficient to expand its services, scale operations, and compete more effectively in new markets.
From a financial perspective, the $76.00 per share cash payout provides immediate value to investors, many of whom have witnessed Perficient’s growth over the years. This price represents a premium over recent market prices, offering a significant return on investment.
Moreover, becoming a privately held subsidiary of Plano HoldCo can provide more operational flexibility for Perficient, freeing it from the quarterly scrutiny of public markets and enabling long-term strategic initiatives.
What Happens Next for Shareholders?
For shareholders, there are a few options to consider as the merger date approaches:
Accept the $76.00 per share payout: Most shareholders will automatically receive this cash consideration following the delisting.
Appraisal rights: If shareholders do not believe the offer adequately reflects the value of their shares, they have the option to seek appraisal under Delaware law. However, this requires filing a formal demand and meeting specific legal criteria.
Once the transaction closes, Perficient will no longer be a public company, meaning there will be no future opportunities to invest in PRFT stock on the open market. Investors should consider this when making their decisions.
A New Chapter for Perficient
The merger of Perficient, Inc. with Plano HoldCo, Inc. represents a significant milestone in the company’s history. Shareholder approval and the subsequent delisting of PRFT shares mark the end of an era for the public company but also the beginning of new opportunities under the EQT Asia umbrella. With the deal set to close on October 2, 2024, investors and stakeholders should prepare for the changes ahead.
For those invested in Perficient’s future, the merger provides a clear path forward, offering both immediate returns and long-term growth potential through its association with a global investment leader. As this merger finalizes, Perficient is poised to accelerate its growth and strengthen its foothold in the competitive digital consultancy landscape.
FAQs
What is the value of the merger for Perficient shareholders?
Each shareholder will receive $76.00 in cash per share of PRFT as part of the merger agreement.
When will Perficient shares be delisted?
PRFT shares will be delisted on October 1, 2024, at 8 PM.
What are the options for shareholders who disagree with the merger?
Shareholders have the option to seek appraisal under Delaware law if they believe the offer does not reflect the fair value of their shares.
Who are Plano HoldCo and Plano BidCo?
Both are affiliates of EQT Asia and are involved in private equity investments.
What will happen to Perficient after the merger
Perficient will become a wholly owned subsidiary of Plano HoldCo, a privately held company.
PRFT Merger
PRFT Merger
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