Vista Equity Partners Management, LLC entered into letter of intent to acquire Model N, Inc. (NYSE:MODN) from group of shareholders on March 29, 2024. Vista Equity Partners Management, LLC entered into a definitive agreement to acquire Model N, Inc. (NYSE:MODN) from group of shareholders for $1.3 billion on April 7, 2024. Under the terms of the agreement, Vista will acquire all the outstanding shares of Model N common stock for $30.00 per share in an all-cash transaction valued at approximately $1.25 billion. Upon completion of the transaction, Model N will become a privately held company and shares of Model N common stock will no longer be listed on any public market. The Merger Agreement further provides that Model N shall be required to pay Vista a termination fee of $43,167,695 under certain specified circumstances, including a termination by Model N to accept a Superior Proposal. Vista Equity Partners Fund VIII, L.P. delivered an Equity Commitment Letter pursuant to which Vista Equity Partners Fund VIII, L.P. has committed to invest in Parent, directly or indirectly, the cash amounts set forth therein for the purpose of funding the full amount of the Merger Consideration.

Transaction is subject to customary closing conditions, including approval by Model N stockholders and clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. The Board of Directors of Model N unanimously determined that the Merger Agreement and the transactions contemplated thereby are fair to, advisable and in the best interests of Model N and Model N?s stockholders. The Board unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, directed that the Merger Agreement be submitted to the stockholders of Model N for their adoption and, resolved to recommend adoption of the Merger Agreement to the stockholders of Model N. The board of directors of Vista also unanimously approved the transaction. The transaction is expected to close in mid-2024.

Jefferies LLC is serving as exclusive financial advisor and provided a fairness opinion to Model N, and David Michaels, Amanda Rose, Jonathan Millard, Shawn Lampron and Steve Albertson of Fenwick & West LLP is serving as legal counsel. Daniel E. Wolf, David M. Klein, Stuart E. Casillas, Ari Levi, John Lynn, Daisy Darvall, Rohit A. Nafday, Anthony Ji, David C. Kung, Heidi Yuen, Marin Boney, Edwin S. del Hierro, Sonali S. Jindal, Douglas F. Tedeschi, Robert R. Zitko, Dennis Williams, Robert Kantrowitz and Chelsea N. Darnell of Kirkland & Ellis LLP is acting as legal counsels to Vista. Innisfree M&A Incorporated acted as proxy solicitor to Model N, Inc. Equiniti Trust Company, LLC acted as transfer agent to Model N, Inc. Innisfree M&A Incorporated received $75,000 as the advisory fees. Jefferies LLC received $18.5 million as the advisory fees.