Vista seals $1.5B deal for software firm Blue Prism

Private equity firm Vista Equity Partners is to acquire automation software developer Blue Prism Group Plc for about 1.1 billion pounds ($1.5 billion), in yet another takeover of a U.K. tech company by a foreign buyer.

Blue Prism recommended Vista’s bid of 1,125 pence a share in a statement Tuesday. The offer represents a premium of about 35% to Blue Prism’s closing price of 832 pence on Aug. 27, the last full trading day before takeover interest became public.

The deal barely claws back the value lost this year as Blue Prism’s shares fell by around a third, pulled lower by concerns over gaps in its portfolio and the cost of developing the products needed to keep the company competitive.

Blue Prism’s shares fell as much as 3.3% to 1,150 pence in early trading Tuesday in London.

“While investors will no doubt have hoped for more, we note that Blue Prism has lowered full-year 2021 revenue expectations,” Jefferies analysts wrote in a note. “This obviously creates a weak negotiating position to extract a high price.”

It’s the latest in a growing number of British companies being sold to overseas buyers as foreign investors take advantage of valuations depressed by the pandemic and Brexit.

Image by Bloomberg Mercury

The government has welcomed the trend as a sign of confidence in the country’s economic prospects, yet it’s also sowing concerns that promising growth industries are being stripped of their expertise and strategic autonomy.

In February Dialog Semiconductor Plc was acquired by Japan’s Renesas Electronics Corp in a $5.6 billion deal, and in July Tencent Group acquired game developer Sumo Group Plc for $1.26 billion.

Bloomberg first reported details of the Blue Prism acquisition. Some 23% of its shareholders have said they will back the deal, including Jupiter Investment Management and Lead Edge Capital Management, according to the statement.

Blue Prism said in late August that it was in discussions with Vista and another private equity firm, TPG, about possible offers for the company.

Vista aims to combine Blue Prism with existing portfolio company Tibco Software Inc., which it acquired in 2014. It plans to maintain Blue Prism’s U.K. headquarters and invest in research and development, people familiar with the matter said. One of its independent directors, Murray Rode, was previously a longtime member of Tibco Software’s management and served as its chief executive after its purchase by Vista.

Activist investor Coast Capital, which owns just under 3% of Blue Prism, recently said it’s open to a private equity takeover of the company after initially opposing a sale. The investment firm’s founder, James Rasteh, said the company’s management had now earned his trust.

The software company’s depressed valuation reflects concerns about gaps in its product portfolio and its distance from key clients and investors in the U.S., Rasteh said in August. He said his firm had spent five months drawing up potential operational improvements that would accelerate Blue Prism’s sales growth.

Vista, which focuses on investments in enterprise software companies, was founded by billionaire Robert F. Smith in 2000. It has more than $81 billion in assets under management, according to the firm’s website.

— David Hellier, Liana Baker and Aaron Kirchfeld with assistance from Amy Thomson (Bloomberg Mercury)