TORONTO — Shares of Q9 Networks Inc. shot skyward Monday after the Toronto data centre company disclosed it has struck a deal to be bought for $361-million in cash by a U.S. private equity firm.
Q9's stock rocketed up as far as $16.82 on the Toronto Stock Exchange, before settling back a little to $16.73, up $3.71, or 28.5 per cent, on news of the $17.05-a-share takeover offer from Abry Partners, a Boston private equity firm that specializes in communications.
This was nearly twice the shares' 52-week low of $8.50. It made Q9, which is based in Toronto and sells data centre services to corporate clients that include banks, bookstores, hotels and oils sands up-graders, the biggest percentage gainer on the TSX.
Q9 said its board of directors unanimously approved the planned deal and that investors who collectively own about 28 per cent of its shares, including chief executive officer Osama Arafat and chief operating officer Paul Sharpe, have agreed to vote their stock in favour of it.
The transaction must be approved by both a majority of minority shareholders and also by 662/3 per cent of all shares represented at a meeting to be held in October. It also must be vetted by the Ontario Superior Court of Justice, Q9 said.
However, under the agreement, Q9 has been granted a “go-shop” period that allows it to try to drum up competing offers until Oct. 3.
Meanwhile, Abry has agreed to pay Q9 a so-called “reverse break fee” of $18-million if it fails to consummate the deal, although in “certain circumstances” not outlined in the news release, this fee would fall to $10.8-million.
In the news release, Mr. Arafat and Mr. Sharpe described Abry as one of the most experienced private equity players in the media and communications field and that they believe it is “the right partner to continue our aggressive growth plans” while also continuing to serve existing customers.
Abry partner C.J. Brucato said in the news release that the firm's members are “strong believers” in the Canadian data centre infrastructure market and that Q9 has “achieved a leading market position and diversified blue chip customer base.”
Mr. Arafat and Mr. Sharpe founded Q9 in 2000 and took it public at $8.50 a share in April 2004 in an initial public share offering that raised about $32-million in all.
Attension: Anderson et.al.
1. Shareholders get a vote
2. management allowed to shop for better deal
3. need approval from court
5. purchaser pays break-up fee
6. no private placement at a discount in order to stack deck for vote.
7. no cheap options to insiders before public annoucement
8. no liability insurance for 5years for BOD and officers