San Jose, Calif-based incentive compensation solutions provider Xactly (NYSE: XTLY), said it agreed to be acquired by Austin, Texas-based private equity firm Vista Equity Partners for $564 million.

Xactly is a pure-play, SaaS company that provides cloud-based enterprise software and services.

Vista has offices in Austin, San Francisco, Chicago, and Oakland, with more than $30 billion in cumulative capital commitments. The firm focuses on investments in software, data and technology-based companies. The firm is led by billionaire Robert F. Smith, its founder, chairman and CEO, who has an estimated net worth of $2.5 billion according to Forbes.

Xactly stockholders will receive $15.65 in cash per share, representing a 17% premium to the closing price as of May 26, 2017 and a 31% premium compared to its 3-month volume weighted average price per share.

“This announcement represents a very positive event for our stockholders and enables Xactly to build upon its successful 12-year history,” said Christopher W. Cabrera, founder and CEO of Xactly Corporation. “We are confident that Vista is the ideal partner to accelerate our growth initiatives and enable Xactly to focus on innovation and customer success while forging a new era of incentive compensation management.”

“Xactly’s market leadership in cloud incentive compensation solutions makes it an ideal addition to the Vista family of companies,” said Brian Sheth, Co-Founder and President of Vista Equity Partners. “We are looking forward to bringing Vista’s resources and expertise to help drive Xactly’s next phase of innovation and growth.”

Xactly’s headquarters will remain in San Jose. The deal is expected to close in the third quarter of 2017, subject to customary closing conditions, including the approval of Xactly’s stockholders and antitrust approval in the United States.

JP Morgan Securities LLC is acting as exclusive financial advisor and Wilson, Sonsini, Goodrich & Rosati PC, is serving as legal advisor to Xactly. Vista’s legal advisor is Kirkland & Ellis LLP.

As reported by ExitHub earlier this year, Vista agreed to acquire Toronto-based global FinTech leader DH Corp (TSX: DH) known as D+H, for an enterprise value of $4.8 billion.

Last December, Vista’s Calif.-based portfolio company PowerSchool agreed to acquire the SunGard K-12 business from FIS (NYSE: FIS), for $850 million. In September, Vista agreed to acquire digital marketing platform GovDelivery for $153 million, as well as Santa Clara, Calif.-based cyber-security company Infoblox Inc. (NYSE: BLOX) for $1.6 billion,

Photo: Robert F. Smith, founder, chairman and CEO of Vista Equity Partners. (Bloomberg/Getty Images)



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