Thoma Bravo completes the acquisition of QAD


SAN FRANCISCO & SANTA BARBARA, Calif .– (COMMERCIAL THREAD) – Thoma Bravo, a leading software investment company, and QAD inc., one of the main suppliers of next-generation manufacturing and supply chain solutions in the cloud, today announced the completion of the acquisition of QAD by Thoma Bravo for approximately $ 2 billion in cash. The transaction was previously announced on June 28, 2021 and approved by QAD shareholders at the extraordinary shareholders’ meeting held on November 2, 2021.

Subject to the terms of the Definitive Merger Agreement, QAD shareholders will receive $ 87.50 per share of Class A common stock or Class B common stock. QAD common shares have ceased trading and will be delisted from the Nasdaq listing.

“The closing of this transaction is an important milestone in QAD’s history, and we are excited to begin the next phase in the evolution of our business,” said Anton Chilton, President and CEO of QAD. “I am very proud of what QAD has accomplished since its founding and the momentum we have built over the past few years. Now, thanks to the expertise, resources and support of Thoma Bravo, we are well positioned to capitalize on this momentum, further extend our reach and improve our value proposition for our clients.

“This is an exceptional opportunity to work with Anton and the talented team at QAD to build on the solid foundation of the company and take the business to the next level,” said Scott Crabill, Managing Partner at Thoma Bravo. “Through this partnership, we are committed to investing in the continued growth of QAD, advancing the company’s vision and creating lasting value for all stakeholders. ”

Peter Stefanski, Director at Thoma Bravo, added: “The rate of change that global manufacturers are currently facing has never been greater. As a new QAD partner, Thoma Bravo is committed to supporting the company in its mission to enable its customers to quickly adapt to disruptions and innovate effectively for competitive advantage.

Morgan Stanley & Co. LLC acted as financial advisor to the special committee of QAD, and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to the special committee. Manatt, Phelps & Phillips, LLP served as legal counsel to QAD. Moelis & Company LLC served as financial advisor and Paul Hastings LLP served as legal advisor to Pamela Lopker.

Barclays acted as financial advisor and Kirkland & Ellis LLP as legal advisor to Thoma Bravo.

About Thoma Bravo

Thoma Bravo is one of the largest private equity firms in the world, with more than $ 83 billion in assets under management as of June 30, 2021. The company invests in innovative and growth-oriented companies operating in the sectors software and technology. Leveraging the company’s in-depth industry expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operational best practices, drive growth initiatives and complete accretive acquisitions aimed at accelerate revenues and profits. Over the past 20+ years, the company has acquired more than 325 software and technology companies worth more than $ 100 billion. The company has offices in Chicago, Miami and San Francisco. For more information, visit thomabravo.com.

About QAD – Enabling the Adaptive Manufacturing Enterprise

QAD Inc. is a leading provider of next-generation cloud manufacturing and supply chain solutions. Global manufacturers face ever-increasing disruption caused by technological innovation and changing consumer preferences. To survive and thrive, manufacturers must be able to innovate and change their business models at unprecedented speed. QAD calls these companies Adaptive Manufacturing Enterprises. QAD solutions help customers in the automotive, life sciences, consumer products, food and beverage, high tech and industrial manufacturing industries quickly adapt to change and innovate to gain a competitive advantage.

Founded in 1979 and based in Santa Barbara, California, QAD has 30 offices around the world. Over 2,000 manufacturing companies have deployed QAD solutions including Enterprise Resource Planning (ERP), Demand and Supply Chain Planning (DSCP), Global Trade Execution and Transportation ( GTTE) and Quality Management System (QMS) to become an adaptive manufacturing enterprise. To learn more, visit www.qad.com or call +1 805-566-6100. Find us on Twitter, LinkedIn, Facebook, Instagram and Pinterest.

“QAD” is a registered trademark of QAD Inc. All other product or company names mentioned in this document may be registered trademarks of their respective owners.

CAUTION REGARDING FORWARD-LOOKING INFORMATION FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

All statements and assumptions contained in this communication which do not relate directly and exclusively to historical facts may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as as modified. , and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are often identified by the use of words such as “expects”, “believes”, “believes”, “expects”, “could”, “could”, “should”, “anticipate”, ” objective ”,“ intentions ”,“ objective ”,“ plans ”,“ projects ”,“ strategy ”,“ target ”and“ will ”and similar words and terms or variations thereof. These statements represent current intentions, expectations, beliefs or projections, and no assurance can be given that the results described in such statements will be achieved. These statements are subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in these statements, many of which are beyond the control of the Company. Significant factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, (i) risks relating to the distraction of management’s attention from ongoing business operations. the society ; (ii) various risks related to health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, which may have material adverse effects on business, financial condition, results of operations and / or the Company’s cash flows; (iii) unfavorable economic, market or geopolitical conditions that may disrupt the Company’s cloud and commercial service offerings, including faults and interruptions of the Company’s services, the ability to properly manage cloud service offerings, dependence on third party hosting and other service providers, and exposure to liability and loss due to security breaches; (iv) uncertainties over demand for the Company’s products, including cloud service, licensing, services and maintenance; (v) the possibility of pressure to make price concessions and changes in the Company’s pricing models; (vi) risks related to the protection of the Company’s intellectual property; (vii) changes in the Company’s dependence on third party suppliers and other relationships with third parties, including sales, services and marketing channels; (viii) changes in the Company’s revenues, profits, operating expenses and margins; (ix) the reliability of the Company’s financial forecasts and estimates of the costs and benefits of transactions; (x) the Company’s ability to take advantage of technological change; (xi) risks associated with defects in the Company’s software products and services; (xii) changes in opinions of third parties about the Company; (xiii) changes in competition in the Company’s industry; (xiv) late sales; (xv) the rapid and efficient integration of newly acquired businesses; (xvi) changes in economic conditions in the Company’s vertical markets and around the world; (xvii) fluctuations in exchange rates; and (xviii) other factors as set out from time to time in documents filed by the Company with the SEC, including its annual report on Form 10-K for the fiscal year ended January 31, 2021, which may be updated or supplemented by any subsequent quarterly publication. Reports on Form 10-Q or other documents filed with the SEC. Readers are cautioned not to place undue reliance on such statements which speak only as of the date on which they are made. The Company assumes no obligation to update or publish revisions of any forward-looking statement or to report events or circumstances after the date of such communication or to reflect the occurrence of unforeseen events, except as required by law. required.


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