Serena Software Inc. said Friday it agreed to sell itself for $1.2 billion to investment firm Silver Lake Partners in a deal that would result in the software maker becoming a private company.
Serena, which provides management software to companies such as General Electric Co., American Express Co. and International Business Machines Corp., said its shareholders will get $24 in cash for each share they own. The offer represents a 1.5 percent premium over Serena's Thursday closing price of $23.65.
Founder and Chairman Douglas Troxel, the company's largest shareholders, would get $24 per share in exchange for one-third of his shares, and exchange the rest of his holdings for shares in the new company after it goes private. Serena Chief Executive Mark Woodward, Chief Financial Officer Robert Pender and possibly other senior executives would also exchange some of their holdings for a stake in the new company, if the deal goes through, Serena said.
The company said Troxel has already agreed to vote in favor of the deal, which is also backed by the rest of its board.
"Our decision to partner with Silver Lake to take the company private represents the culmination of a thorough review of our standalone plan and strategic alternatives and we believe this is the best value proposition for our shareholders," Woodward said in a statement.
Serena makes change-management software that controls potentially disruptive changes during software additions, deletions, and upgrades across a variety of platforms, including mainframe, client/server, and Web-based environments.
The company expects to close the deal in the first quarter of 2006, subject to shareholder approval and other routine conditions.
Silver Lake was one of seven private investment firms that combined earlier this year to agree to buy SunGard Data Systems Inc., which provides support systems to financial services companies.