"This transaction delivers excellent value to CCC Information Services stockholders, and we look forward to pursuing with Investcorp a range of opportunities that lie ahead for our company," said Githesh Ramamurthy, chairman and CEO of CCC.
"The successful completion of this transaction, combined with our tender offer in 2004, will result in our having returned approximately $700 million to our stockholders. This transaction represents an endorsement of the success of CCC's business, and our ongoing commitment to provide our customers with significant value."
"CCC is the recognized leader in its market, with outstanding products and services and a strong management team," said Christopher Stadler, Investcorp's head of corporate investments for North America. "We look forward to working with the CCC team, led by Githesh Ramamurthy, to continue to create value for CCC's customers and to pursue the opportunities for growth we see in existing business lines and new products and customer solutions."
CCC will continue to be headquartered in Chicago and led by the current management team, including Mr. Ramamurthy as CEO.
The merger agreement has been unanimously approved by the Board of Directors of CCC. In addition, CCC's two largest stockholders have agreed to vote shares in favor of the transaction representing approximately 30% of the voting power of the Company's outstanding shares.
Specifically, White River Ventures, Inc. has agreed to vote a total of 4,751,735 shares of CCC Common Stock, and Capricorn Investors III, L.P. has agreed to vote its 51 shares of Series F Preferred Stock.
The transaction is expected to close during the fourth quarter of 2005, subject to various conditions, including approval of the transaction by CCC's stockholders and the expiration of the applicable waiting period under the Hart-Scott-Rodino Act. The definitive agreement includes customary provisions permitting CCC's board to receive and accept an alternative proposal if that proposal is more favorable to the Company's stockholders and reasonably capable of being completed, subject to expense reimbursement and payment of a termination fee.