CHARLESTON, S.C.--(BUSINESS WIRE)--May. 3, 2012--
Blackbaud, Inc. (NASDAQ: BLKB) today announced the completion of its
tender offer by its wholly owned subsidiary, Caribou Acquisition
Corporation, at $16.00 per share, net to the seller in cash, without
interest and less any applicable withholding taxes, for all the
outstanding shares of common stock of Convio, Inc. (NASDAQ: CNVO). The
tender offer expired at midnight, New York City time, on Wednesday, May
2, 2012.
Computershare Inc., the Company’s transfer agent and depositary, has
indicated that, as of the expiration of the offering period, a total of
approximately 17,250,289 shares of Convio common stock were tendered,
delivered and not withdrawn in the tender offer. Those shares represent
approximately 89.9% of Convio’s outstanding common stock as of the
expiration of the offering period. As of that time, approximately
1,125,600 additional shares, or another 5.9%, were tendered pursuant to
guaranteed delivery procedures and are subject to delivery within three
trading days after the date of the guarantee. All validly tendered
shares have been accepted for payment in accordance with the terms of
the tender offer.
Blackbaud expects to effect, without a vote or meeting of Convio
stockholders, a “short-form” merger as soon as practicable to complete
the Convio acquisition. If necessary to accomplish the “short-form”
merger, Caribou Acquisition Corporation will close a “top-up” option
granted under the merger agreement with Convio that permits it to
purchase a limited number of shares of Convio common stock directly from
Convio for $16.00 per share. In the merger, each of the remaining shares
of Convio common stock (other than any shares held by Caribou
Acquisition Corporation or shares in respect of which appraisal rights
are validly exercised under Delaware law) will be converted into the
right to receive the same $16.00 per share, net to the seller in cash,
without interest and less any applicable withholding taxes, that was
paid in the tender offer. Following the merger, Convio will become a
wholly owned subsidiary of Blackbaud and Convio’s common stock will
cease to be traded on the Nasdaq Global Select Market.
For additional information about the proposed merger, including
frequently asked questions, visit www.blackbaud.com/convio.
About Blackbaud
Serving the nonprofit and education sectors for 30 years, Blackbaud
(NASDAQ: BLKB) combines technology and expertise to help organizations
achieve their missions. Blackbaud works with more than 26,000 customers
in more than 60 countries that support higher education, healthcare,
human services, arts and culture, faith, the environment, independent
education, animal welfare, and other charitable causes. The company
offers a full spectrum of cloud-based and on-premise software solutions,
and related services for organizations of all sizes including:
fundraising, eMarketing, social media, advocacy, constituent
relationship management (CRM), analytics, financial management, and
vertical-specific solutions. Using Blackbaud technology, these
organizations raise more than $100 billion each year. Recognized as a
top company by Forbes, InformationWeek, and Software Magazine and
honored by Best Places to Work, Blackbaud is headquartered in
Charleston, South Carolina and has employees throughout the US, and in
Australia, Canada, Hong Kong, Mexico, the Netherlands, and the United
Kingdom.
Forward-Looking Statements
This Press Release contains “forward-looking statements” relating to the
acquisition of Convio by Blackbaud and the companies’ potential combined
business. Those forward-looking statements are based on current
expectations and involve inherent risks and uncertainties, including
factors that could delay, divert or change any of them, and actual
outcomes and results could differ materially. Among other risks, there
can be no guarantee that the expected benefits of the acquisition and
combined business will be realized. These forward-looking statements
should be evaluated together with the risk factors and uncertainties
that affect Blackbaud’s and Convio’s businesses, particularly those
identified in their Annual Reports on Form 10-K and other filings with
the U.S. Securities and Exchange Commission, or SEC. Except as might be
required by law, neither company undertakes any obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events or otherwise.
Source: Blackbaud, Inc.
Investor Contact
ICR
Brian Denyeau, 646-277-1251
brian.denyeau@icrinc.com
or
Media
Contact
Blackbaud
Melanie Mathos, 843-216-6200 x3307
media@blackbaud.com