Aliso Viejo, Calif.-based Quest agreed March 9 to be acquired by Insight for $23 per share in cash, with CEO Vincent Smith agreeing to roll his entire 34% stake over when the transaction closes. But that deal included a "go shop" provision, and Quest said Thursday that a special committee of its board had determined that it has received what it deems a superior proposal.
The designation puts Insight back on the clock. The firm, which has owned a 7.5% stake in Quest since April 1999, has three business days to either match the new $25.50 per share cash offer or accept a termination fee of up to $6.3 million.
Launched in 1987, Quest makes software products and applications serving database management, data protection, identity and access management, among other sectors.
Shares of Quest traded up 8.53% to $25.90 on apparent shareholder hope for a bidding war. But analysts noted at the time the Insight deal was first announced that the original offer was a rich 12 times Quest 2011 Ebitda of about $150 million. By contrast, IBM Corp., CA Technologies Inc. and Oracle Corp. all traded at lower P/Es and enterprise value to Ebitda values at the time the deal was announced.
Though Quest did not identify the strategic party that had submitted an offer, the company did say last month that it had received multiple preliminary bids and had entered into talks with at least three parties. Dell Inc. was reportedly among the parties that was in talks with Quest, but those talks reportedly broke down in late May.
Quest said the new offer has been fully negotiated, is subject only to execution and does not include any financing contingencies. The company has pledged to pay the new bidder a break-up fee under certain conditions, including if the transaction is eventually terminated because it is not approved by Quest shareholders.
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