The investment administration firm has received a superior offer to Vistra's proposed $170 million acquisition and has notified the firm to either match or offer more favourable terms.
SS&C Technologies Holdings has now entered a conditional scheme implementation deed with Mainstream to acquire 100% of the company at $2 per share, valuing Mainstream at $285.7 million.
The valuation is 25.8x Mainstream's EBDITDA guidance and is an 87.2% premium to its equity of $152.6 million.
SS&C's offer is at a 67% premium to Vistra's offer. As such, Mainstream has notified Vistra to either match or make a better offer by April 16.
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The scheme implantation deed is conditional upon Vistra not exercising the Vistra matching right, Mainstream terminating the Vistra scheme implementation deed and paying Vistra a break fee of $1.7 million.
Upon these conditions and if the acquisition proceeds, Mainstream's board will recommend it to shareholders.
"Mainstream Group's fund and superannuation services complement SS&C's extensive administration offerings in Australia and throughout the world and demonstrate great revenue growth potential," said SS&C chief executive Bill Stone.
SS&C is a US-based global software and services provider for financial services and healthcare. The acquisition would accelerate the company's growth in the Australian market and would retain Mainstream chief executive Martin Smith.
Mainstream is being advised by Miles Advisory Partners as financial adviser and Maddocks as legal adviser and SS&C is being advised by Citi as financial adviser and Gilbert + Tobin as legal adviser.