Mindbody the software company that provides technology platforms for fitness and wellness studios, announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners, a leading investment firm focused on software, data and technology-enabled businesses.
Under the terms of the agreement, Vista will acquire all outstanding shares of Mindbody common stock for a total value of approximately $1.9 billion. Mindbody shareholders will receive $36.50 in cash per share, representing a 68 percent premium to the unaffected closing price as of December 21, 2018. Mindbody went public in 2015.
“Mindbody’s purpose is to help people lead healthier, happier lives by connecting the world to fitness, beauty and wellness,” said Rick Stollmeyer, co-founder and CEO of Mindbody. “We are thrilled to provide immediate liquidity to our shareholders at a significant premium to market prices and to leverage Vista’s resources and deep expertise to accelerate our growth while achieving that purpose more effectively than ever before.”
“Mindbody’s position as the leading technology platform for the fitness, beauty and wellness industries makes it an ideal addition to the Vista family of companies,” said Brian Sheth, co-founder and president of Vista. “We look forward to partnering with Rick and the entire Mindbody team to deliver innovation to customers that will help grow their businesses and to consumers who depend on Mindbody to strengthen their health and well-being.”
Mindbody’s Board of Directors unanimously approved the deal and recommended that stockholders vote their shares in favor of the transaction. Closing of the transaction is subject to customary closing conditions, including the approval of Mindbody stockholders and antitrust approval in the United States. The transaction is expected to close in the first quarter of 2019 and is not subject to a financing condition.
The definitive agreement for the transaction includes a 30 day “go-shop” period, which permits Mindbody’s Board of Directors and financial advisors to actively initiate, solicit, encourage and potentially enter negotiations with other parties that make alternative acquisition proposals. Mindbody will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this 30 day “go-shop” will result in a superior proposal, and Mindbody does not intend to disclose developments with respect to the solicitation process unless and until the Board of Directors makes a determination requiring further disclosure.
Qatalyst Partners is serving as the exclusive financial advisor to Mindbody, and Cooley LLP is serving as legal advisor to Mindbody. Vista’s legal advisor is Kirkland & Ellis LLP.
Local entrepreneurs worldwide use Mindbody’s integrated software and payments platform to run, market and build their businesses. Consumers use Mindbody to more easily find, engage and transact with fitness, wellness and beauty providers in their local communities.