Ccc Information Services (NASDAQ:CCCG)
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CCC Information Services Group Inc. (Nasdaq:CCCG), a
leading supplier of advanced software, communications systems,
Internet and wireless-enabled technology solutions to the automotive
claims and collision repair industries, announced today that it has
signed a definitive agreement to be acquired by an affiliate of
Investcorp, the global investment group. Under the terms of the
agreement, CCC stockholders will receive $26.50 in cash for each share
of CCC common stock, representing a 10.3% premium over the average
closing price of CCC's stock for the last 90 trading days. The fully
diluted equity value of the transaction is approximately $495 million.
"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.
Credit Suisse First Boston LLC acted as financial advisor to CCC.
Latham & Watkins LLP acted as legal advisor to CCC and Gibson Dunn &
Crutcher LLP acted as legal advisor to Investcorp. O'Melveny & Myers
LLP acted as legal advisor to Capricorn Investors II and III, L.P.
Important Additional Information Will be Filed with the SEC
CCC plans to file with the SEC and mail to its stockholders a
Proxy Statement in connection with the transaction. Investors and
stockholders are urged to read the Proxy Statement carefully when it
becomes available because it will contain important information about
CCC, the transaction and related matters. Investors and security
holders will be able to obtain free copies of the Proxy Statement and
other documents filed with the SEC by CCC through the web site
maintained by the SEC at www.sec.gov. In addition, investors and
stockholders will be able to obtain free copies of the Proxy Statement
from CCC by contacting Georgeson Shareholder Communications Inc., 17
State Street, New York, NY 10004, or by telephone at (877) 901-6134.
CCC and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by the Merger Agreement. Information
regarding CCC's directors and executive officers is contained in CCC's
Annual Report on Form 10-K for the year ended December 31, 2004 and
its Proxy Statement, filed on Schedule 14A, dated April 22, 2005,
which are filed with the SEC. These documents are available free of
charge at the SEC's web site www.sec.gov.
About CCC
CCC Information Services Group Inc. (NASDAQ:CCCG), headquartered
in Chicago, is a leading supplier of advanced software, communications
systems, Internet and wireless-enabled technology solutions to the
automotive claims and collision repair industries. Its
technology-based products and services optimize efficiency throughout
the entire claims management supply chain and facilitate communication
among approximately 21,000 collision repair facilities, 350 insurance
companies, and a range of industry participants. For more information
about CCC Information Services, visit CCC's Web site at www.cccis.com.
About Investcorp
Investcorp is a global investment group with offices in New York,
London and Bahrain. The firm has four lines of business: corporate
investment, real estate investment, asset management and technology
investment. It was established in 1982 and has since completed
transactions with an aggregate value of approximately $25 billion.
Further information on Investcorp is available at www.investcorp.com.
This release contains statements that constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934 and are
subject to the safe harbor provisions of those sections and the
Private Securities Litigation Reform Act of 1995. Investors are
cautioned that any such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties, including
those described in the Company's filings with the SEC, and that actual
results or developments may differ materially from those in the
forward-looking statements. Specific factors that might cause actual
results to differ from expectations include, but are not limited to,
competition in the automotive claims and collision repair industries,
the ability to develop new products and services, the prolonged sales
and implementation cycles of some of the Company's new products, the
ability to protect trade secrets and proprietary information, the
ability to generate the cash flow necessary to meet the Company's
obligations, the outcome of certain legal proceedings including court
approval of class action litigation and negotiation of settlement
documentation, and other factors. The Company cannot predict whether
other existing cases relating to total loss valuations can be resolved
on comparable terms or whether additional suits may be filed in the
future. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis,
judgment, belief or expectation only as of the date hereof. The
Company has based these forward-looking statements on information
currently available and disclaims any intention or obligation to
update or revise any forward-looking statement.