Clayton Holdings Inc., a Shelton, Conn.-based due diligence and surveillance provider, has entered into a definitive merger agreement under which an affiliate of a fund managed by Greenfield Partners LLC, a private equity firm, will acquire all of the outstanding common shares of Clayton for $6.00 per share, or approximately $134 million, plus the repayment of $23.8 million of debt.
The purchase price represents a premium of approximately 24% over Clayton's closing price on April 11 and a premium of approximately 33% over Clayton's average closing price during the 30 trading days ended April 11.
The transaction, which was approved by Clayton's board of directors, is subject to shareholder and regulatory approvals and other customary conditions. It is expected to close in the third quarter, the company says.
‘This transaction benefits our shareholders, clients and employees. It provides a significant premium to our shareholders during a period of unprecedented difficulty and great uncertainty in the markets that we serve,’ states Frank Filipps, chairman and CEO of Clayton. ‘For our clients and employees, the transaction will strengthen our balance sheet and allow us to continue to invest in European operations and in the development of products and services that will deliver the greater transparency and predictive solutions that the market will require.’