Quest Software Bid May Signal Growing M&A Appetite


After agreeing to a $2 billion private-equity buyout offer in March, Quest Software is surging after it revealed that it’s received a higher $25.50 a share offer from an unnamed “strategic” bidder.

In March, Quest Software , a maker of enterprise software products, accepted a $23 a share bid by private-equity firm Insight Venture Partners, which valued the Aliso Viejo, Calif.-based company at $2 billion. However, on Thursday, Quest said that it received a higher offer during a 60-day “go shop” period to find shareholders a higher takeover bid.

The announcement could signal a bidding war for the software company after previous media reports and analyst comments that companies as large as Dell may be interested in acquiring the company.

On Thursday, Quest Software said that it has received a proposal from a “strategic bidder” to buy the company at a near 11 percent premium, in an offer it said was “not subject to any financing.” The disclosure of the bid comes on the expiration of Quest’s “go shop” period and now puts Insight Ventures in a position to match or boost the $25.50 bid, or walk away from its March takeover offer in coming days.

“The company’s board of directors has not changed its recommendation with respect to the pending transaction with Insight,” said Quest Software in a Thursday press release. “Under the Insight merger agreement, Insight has certain matching rights, including the right to propose modifications to the terms of the Insight merger agreement and related agreements prior to the expiration of a minimum three-business-day period.”

Morgan Stanley advised Quest Software during its “go shop” period, which has extended a highly watched private-equity buyout drama. With the new bid, Quest Software’s takeover premium now stands at over 35 percent to its shares prior to Insight’s March 8 bid, which came at a 19 percent premium.

Previous to Thursday’s disclosure, Bloomberg reported that Dell was discussing a bid for Quest Software; however, subsequent Reuters reports refuted the notion of its involvement in the bidding process.

In Thursday trading, Quest Software rose nearly 9 percent to $25.94, higher than its new buyout offer, signaling trader expectations that a bidding war may emerge.

The disclosure comes at an uncertain time for many software specialists and hardware-oriented giants who are looking to improve their operating margins.

On Thursday, Deutsche Bank analyst Tom Ernst downgraded his price targets for a string of software companies, including Adobe Systems,, VMware, and Intuit on expectations for a slowing of economic growth in the second half of 2012, which will impact business spending on software. Ernst nevertheless points to, Bazaarvoice, and Impreva as top growth stocks in the sector, with Microsoft, Nuance Communications, and Guidewire Software as the sector’s best defensive names.


Meanwhile, the software sector is rife with speculation that tech giants looking to diversify from PC and hardware sales will buy software specialists like Quest and BMC Software as M&A heats up in the sector.

—By’s Antoine Gara

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