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Buzz-With Our Take Smoke Swirling Around Ebix Michael White Dow Jones Banking Intelligence 335 words

20 June 2013 12:58 Dow Jones Top News & Commentary DJCOMM English Copyright (c) 2013, Dow Jones & Company, Inc. Shares of insurance-services provider Ebix Inc. are plummeting roughly 40% in late-morning trading after a going-private deal previously agreed to with a Goldman Sachs affiliate has fallen apart. KEY POINTS: --Ebix says the decision was a result of a letter it received June 14 from the U.S. attorney for the Northern District of Georgia. --Letter stated an investigation had been open into allegations of international misconduct. --The investigation is a result of the pending shareholder class-action lawsuit against Ebix's directors and officers. THE STORY:

Ebix, Goldman abandon merger deal 226 words 20 June 2013 M&A Navigator MANAVG English 2013, M2 Communications. All rights reserved. 20 June 2013 - US insurance software firm Ebix Inc (NASDAQ:EBIX) said it had cancelled the planned deal to be taken private by a Goldman, Sachs & Co affiliate, due to a probe into allegations of intentional misconduct at Ebix. The company was informed via a letter received on 14 June from the US Attorney for the Northern District of Georgia of an investigation into such allegations made in the pending shareholder class action lawsuits against the company, it said. The deal with a Goldman affiliate, for USD20.00 (EUR15.14) a share in cash, or USD820m (EUR621.4m) in total, including debt, was agreed in early May, when Ebix said that as a private company it would be able to pursue growth opportunities globally. Page 1 of 2 2013 Dow Jones & Company, Inc. All Rights Reserved.

Commenting on the termination, Robin Raina, Ebix chairman and CEO expressed his disappointment that a transaction could not be completed at this time, saying the class action suits allegation are without merit. The merger deal is being terminated without either party having to pay a termination fee, Ebix said, adding the board would explore its strategic options. Status: Terminated Type group: Type: P2P Buyer: Goldman, Sachs & Co affiliate Comment: Deal size included debt. Country: USA Deal size (USD): 820m Sector: Computer Software Sector: Insurance Target: Ebix Inc Distributed via M2 Communications - http://www.m2.com Document MANAVG0020130620e96k0025t OUR TAKE: A Goldman affiliate agreed to acquire Ebix in early May for $820 million, including the assumption of debt. Ebix previously had seen its share price trashed by murky reports out of Gotham City Research LLC that attacked the company's accounting and tax practices. Ebix had been one of the most-shorted financial services firms, and at one point short interest comprised nearly 30% of the company's shares. Shortly after the deal with the Goldman unit was announced, an investor filed a lawsuit to stop the transaction, alleging the defendants breached their fiduciary duties owed to Ebix shareholders by agreeing to sell the company too cheaply through an unfair process. The plaintiffs also claimed the defendants agreed to "preclusive" deal-protection devices such as a $27 million termination-fee provision. The deal took another turn when the company disclosed in a regulatory filing on May 10 it received a subpoena from the SEC on April 16 relating to the agency continuing a formal, nonpublic fact-finding inquiry and investigation. On Wednesday, the company ultimately agreed to terminate the deal with Goldman, and no termination fee will be paid by either party. That in itself is suspicious. Call it faulty deal-related due diligence or otherwise, there is a lot of smoke being blown here. Document DJCOMM1120130620e96k001x2

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