Dell To Acquire Quest Software for $2.36 Billion Following Bidding War

   By Victoria Stilwell 
 

Business-software maker Quest Software Inc. (QSFT) agreed to be acquired by Dell Inc. (DELL) in a cash deal worth $2.36 billion, bringing a bidding war with a private-equity group to a close.

Quest shareholders will receive $28 a share, up significantly from the private-equity group's initial bid of $23 and marking a 0.7% premium to Friday's close. The offer is the latest in a months-long bidding war with a buyout group led by Insight Venture Partners and joined by buyout firm Vector Capital and Quest Chief Executive Vinny Smith.

Quest hadn't previously identified Dell as the rival bidder, though the company was widely named in media reports.

Quest, of Aliso Viejo, Calif., has faced mounting competition in its traditional specialty--software for managing databases--as vendors such as Oracle Corp. (ORCL) have introduced their own management tools. Quest Software responded by trying to diversify its business by acquiring smaller rivals.

The private-equity group initially agreed to buy Quest in March for $23 a share, later raising that offer to $25.75 a share, or $2.17 billion.

Dell last week offered $27.50 a share, or about $2.32 billion for Quest. Insight had the opportunity to match or beat the increased offer but struggled to put together financing despite last-minute efforts by Smith, The Wall Street Journal reported citing people familiar with the matter.

Quest last week said Dell's offer was superior without identifying the bidder.

The deal is expected to close in Dell's fiscal third quarter.

"The addition of Quest will enable Dell to deliver more competitive server, storage, networking and end user computing solutions and services to customers," said John Swainson, president of Dell Software Group. "Quest's suite of industry-leading software products, highly talented team members and unique intellectual property will position us well in the largest and fastest growing areas of the software industry."

Quest is the latest in a string of deals as it looks to expand past its core business of selling PCs. Dell earlier this year formed a unit dedicated to selling software and hired Swainson, the former head of CA Inc. (CA), to run it. Dell has announced several acquisitions this year, including security firm Sonicwall Inc. and "cloud computing" specialist Wyse Technology Inc.

The fight over Quest echoes a similar battle Dell waged for high-end data-storage maker 3Par Inc. in 2010. Dell eventually bowed out after Hewlett-Packard Co. (HPQ) bid $1.6 billion for the company, which makes rapidly accessible storage drives that allow corporations to run more efficient databases.

Shares of Quest slipped 0.4% to $27.70 in recent premarket trade as shares of Dell rose 1% to $12.63. Quest's stock is up 50% so far this year, while Dell's has fallen 14% in the same time period.

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