[June 20, 2012] Quest Software and Insight Venture Partners add Vector Capital to merger agreement Tweet Jun 20, 2012 (TELECOMWORLDWIRE via COMTEX) -- IT management solutions provider Quest Software, Inc. (NASDAQ: QSFT) said it has entered into an amendment to its previously announced merger agreement with affiliates of Insight Venture Partners to provide for the addition of Vector Capital as a member of the buyout group and for an increase in the merger consideration to be received by stockholders not affiliated with the buyout group from $23 per share in cash to $25.75 per share in cash. The increased purchase price represents a 33-percent premium to Quest's closing stock price on the day prior to the announcement of the Insight Merger Agreement (March 8, 2012). In connection with the increased purchase price, Quest has agreed in the amended agreement to increase the termination fee payable by the company under certain circumstances, including in the event that the company receives and accepts a proposal that the company's board of directors determines to be superior to the amended agreement, from $6.3 million to $25 million, as well as an increase in the maximum amount of expense reimbursement payable by the company under certain circumstances from $7 million to $12 million. The transaction provided for in the amended agreement will be financed through a combination of a $187 million equity commitment from Insight, a $187 million equity commitment from Vector, a rollover of at least 84% of Vinny Smith's existing shares and approximately $1.2 billion of debt financing commitments from J.P. Morgan Chase Bank N.A., RBC Capital Markets and Barclays Capital. Established in 1987, Quest provides simple and innovative IT management solutions that enable more than 100,000 global customers to save time and money across physical and virtual environments. Quest products solve complex IT challenges ranging from database management, data protection, identity and access management, monitoring, user workspace management to Windows management. For more information, go to www.quest.com. Comments on this story may be sent to [email protected] [ Back To TMCnet.com's Homepage ]