Vista Equity Partners to acquire Model N in $1.25bn all-cash deal

Vista Equity Partners, a prominent global investment firm specializing in enterprise software, data, and technology-enabled businesses, announced its definitive agreement to acquire Model N, Inc. (NYSE: MODN). Model N is recognized for its leading revenue optimization and compliance solutions tailored for the pharmaceutical, medtech, and high-tech industries. The all-cash transaction is valued at approximately $1.25 billion, with Vista Equity Partners acquiring all outstanding shares of Model N common stock for $30.00 per share. This purchase price signifies a premium of about 23% over Model N’s 30-trading-day volume-weighted average share price as of January 10, 2024, showcasing a strategic move to enhance value for both companies.

The acquisition is highlighted by the significant premiums offered to Model N’s shareholders, reflecting the strength and potential of Model N’s offerings in the market. Baljit Dail, Chairman of the Model N Board, emphasized the transaction’s benefits, stating, “We are pleased to have reached this agreement with Vista, which is the culmination of a robust sale process led by our Board of Directors with the assistance of our financial and legal advisors.” This move is seen as a strategic endeavor to provide immediate, compelling, and certain cash value to Model N stockholders, aligning with their best interests amidst the challenges of operating as a standalone public entity.

Model N President and CEO, Jason Blessing, pointed out the growing necessity for comprehensive visibility and control in revenue optimization and compliance solutions. Under Vista’s ownership, Model N anticipates enhanced resources to navigate the dynamic market landscape, aiming for long-term ARR growth. Vista’s understanding of Model N’s strengths, culture, and customer-centric philosophy is poised to position the company for capturing market opportunities and accelerating its global impact.

Michael Fosnaugh, Co-Head of Vista’s Flagship Fund and Senior Managing Director, lauded Model N as a pioneer in revenue management solutions for life sciences and advanced technology industries. Vista’s commitment to supporting Model N’s mission reflects a shared vision for maximizing revenue growth within significant and innovative companies globally.

The transaction is expected to finalize in mid-2024, pending customary closing conditions, including Model N stockholder approval and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Upon completion, Model N will transition to a privately held company, with its common stock delisted from public markets.

Advisory roles in the transaction include Jefferies LLC as the exclusive financial advisor and Fenwick & West LLP as legal counsel to Model N. Kirkland & Ellis LLP is providing legal counsel to Vista.

Model N stands at the forefront of revenue optimization and compliance, offering an integrated cloud solution that automates pricing, incentive, and contract decisions. Trusted by global leaders in pharmaceuticals, medical technology, and high-tech, such as Johnson & Johnson and Broadcom, Model N’s platform is instrumental in scaling business profitability and revenue growth across over 120 countries.

This acquisition by Vista Equity Partners not only underscores the value and potential of Model N’s specialized solutions in revenue optimization and compliance but also signifies a strategic move to enhance the offerings and market position of both entities. By leveraging Vista’s resources and expertise in enterprise software, Model N is well-positioned to accelerate its growth and innovation in the dynamic markets of life sciences and high-tech industries.