Private equity firm Vista Equity Partners will acquire Xactly Corp. for approximately $564 million.
Xactly stockholders will receive $15.65 in cash per share, representing a premium of about 17% over the May 26 closing price.
The transaction is expected to close in the third quarter, subject to customary closing conditions, including approval of company stockholders and antitrust approval in the U.S.
JP Morgan Securities LLC served as exclusive financial adviser to Xactly, while Wilson Sonsini Goodrich & Rosati Professional Corp. served as legal adviser. Kirkland & Ellis LLP served as legal adviser to Vista.
Xactly will pay the private equity firm a termination fee of $18.5 million if the deal is terminated because the company accepts a better proposal, or if its board withdraws its recommendation in favor of the merger.
Additionally, Xactly will pay the fee if the deal is terminated under certain circumstances and, if prior to the termination, a proposal to acquire at least 50% of the company's stock or assets is disclosed and the company enters into an agreement for such a transaction.
The two sides may terminate the merger agreement if the deal is not consummated by Nov. 29.
Xactly separately reported an expected GAAP net loss for the first quarter 2018 in the range of $4.6 million to $4.4 million, or 15 cents to 14 cents per share. The non-GAAP net loss for the first quarter 2018 is expected in the range of $1.9 million to $1.7 million, or 6 cents to 5 cents per share. The company expects to record an adjusted EBITDA loss for the first quarter 2018 of $600,000 to $400,000.