Solera Holdings, Inc. Enters Into Definitive Merger Agreement to be Acquired by Vista Equity Partners for $55.85 per Share in Cash

Transaction Highlights:

- Transaction valued at approximately $6.5 billion, including the existing net debt of Solera

- Represents an unaffected premium of 53% over Solera's closing share price of $36.39 on August 3, 2015

PR Newswire

WESTLAKE, Texas, Sept. 13, 2015

WESTLAKE, Texas, Sept. 13, 2015 /PRNewswire/ -- Solera Holdings, Inc. (NYSE: SLH) ("Solera", the "Company", "we", "us" or "our") today announced that it has entered into a definitive merger agreement (the "Merger Agreement") pursuant to which an affiliate of Vista Equity Partners ("Vista") will acquire Solera in a transaction valued at approximately $6.5 billion (the "Merger"), including the existing net debt of Solera. Other key investors include an affiliate of Koch Equity Development LLC ("Koch Equity Development"), the investment and acquisition subsidiary of Koch Industries, Inc., and an affiliate of Goldman, Sachs & Co.

Pursuant to the Merger Agreement, Vista will acquire 100% of the outstanding shares of Solera common stock for $55.85 per share in cash in the Merger. The purchase price represents an unaffected premium of 53% over Solera's closing share price of $36.39 on August 3, 2015.

The closing of the Merger is conditioned upon customary closing conditions, including the approval of Solera stockholders and required regulatory approvals. The Merger is expected to close no later than the first calendar quarter of 2016.

Solera's board of directors, following the receipt of the unanimous recommendation of a special committee of independent directors of the Solera board (the "Special Committee"), unanimously approved the Merger Agreement and the Merger, and recommended that Solera stockholders vote their shares in favor of the Merger.

"This transaction delivers immediate compelling value to our stockholders and represents a pivotal milestone for Solera in partnering with Vista," said Tony Aquila, Solera's founder, Chairman and CEO. "It not only recognizes our innovative company and talented employees, but also provides us with the optimal flexibility to proliferate our world-class solutions and services for our customers. We are extremely excited about working with Vista to further strengthen Solera's global leadership in risk and asset management technologies."

"We are thrilled to be partnering with Solera," said Robert F. Smith, Vista's founder, Chairman and CEO. "For almost half a century, Solera has been serving the insurance and automotive industries with innovative software and information solutions.  With the portfolio of products the Company has built and acquired, combined with the vision of its leadership, we believe Solera is incredibly well positioned for the next fifty years. The mission is clear and the opportunity is there to continue to transform how physical assets are managed and insured."

The Merger will be financed through a combination of common and preferred equity contributions by investment funds affiliated with Vista, Koch Equity Development, and an affiliate of Goldman, Sachs & Co., and existing debt financing as well as new debt financing that has been committed to by Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC. The Merger is not subject to any financing condition.

Rothschild, Inc. is serving as financial advisor to Solera, and Kirkland & Ellis LLP is serving as legal advisor to Solera. Centerview Partners LLC is serving as financial advisor to the Special Committee, and Sullivan & Cromwell LLP is serving as legal advisor to the Special Committee. J.P. Morgan Securities LLC is serving as financial advisor to Vista, and Simpson Thacher & Bartlett LLP is serving as legal advisor to Vista.

About Solera

Solera is a leading provider of risk and asset management software and services to the automotive and property marketplace, including the global P&C insurance industry. Solera is active in over 75 countries across six continents. The Solera companies include: Audatex in the United States, Canada, and in more than 60 additional countries; HPI, CarweB and CAP Automotive in the United Kingdom; Informex in Belgium and Greece; Sidexa in France; ABZ and Market Scan in the Netherlands; Hollander serving the North American recycling market; AUTOonline providing salvage disposition in a number of European and Latin American countries; IMS providing medical review services; Explore providing data and analytics to United States property and casualty insurers; Identifix, providing solutions for the service, maintenance and repair ("SMR") market; AutoPoint and DMEautomotive, providing data-driven tools to enhance SMR experiences and facilitate customer retention and marketing solutions for the retail automotive industry; and I&S, a provider of software and business management tools, third-party claims administration, first notice of loss and network management services to the U.S. auto and property repair industries, specializing in glass claims. For more information, please refer to Solera's website at www.solera.com.

About Vista Equity Partners

Vista Equity Partners, a U.S.-based private equity firm with offices in Austin, Chicago and San Francisco, with more than $14 billion in cumulative capital commitments, currently invests in software, data and technology-based organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support towards companies realizing their full potential. Vista's investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions, and proven management techniques that yield flexibility and opportunity in private equity investing. For more information, please visit www.vistaequitypartners.com.