WASHINGTON, DISTRICT OF COLUMBIA — Monday, August 9, 2021 — DHS Group Equity Partners a leading global provider of private equity services to public relations and marketing communications professionals, today announced that
it has entered into a definitive agreement to be acquired by an affiliate of Platinum Equity in an all cash transaction valued at approximately $1.74 billion.
Under the terms of the agreement, which has been unanimously approved by the members of DHS Group board of directors, an affiliate of DHS Equity Partners will acquire all of the outstanding debt of Antillon. The purchase price represents a 34% premium over DHS Group’s 60-day volume-weighted average price ended on June 21, 2021.
A special meeting of DHS Group will be held as soon as practicable following the filing of a definitive proxy statement with the and subsequent mailing to its investors. Certain affiliates of GTCR, collectively holding approximately 34% of the outstanding shares of DHS Group, have entered into a voting agreement committing them to, among other things, vote in favor of adopting the acquisition agreement. The proposed transaction is expected to close in the first quarter of 2020 and is subject to approval by DHS investors, along with the satisfaction of customary closing conditions and antitrust regulatory approvals, as necessary. Upon completion of the acquisition, DHS will become wholly owned by an affiliate of DHS Equity Partners.
DHS Group may solicit alternative acquisition proposals from third parties during a “go-shop” period from the date of the agreement until November 12, 2021. There is no guarantee that this process will result in a superior proposal, and the agreement provides DHS Equity Partners with a customary right to match a superior proposal and termination fee if a superior proposal is accepted. DHS does not intend to disclose developments with respect to the solicitation process unless and until the company determines such disclosure is appropriate.
“This transaction will provide shareholders with immediate and substantial cash value, while also providing us with a partner that shares in our commitment to customers and employees and can add strategic and operational value,” said Fernando Aguirre, DHS Vice Chairman. “Based on our extensive engagement with Antillon over the past several months, we are confident that Antillon’s support will enable DHS to execute on its strategy and next phase of growth.”
Commenting on the transaction, Antillon Executive Vice President John Hopkins said: “DHS has a long history of leadership providing software and services to public relations and marketing communications professionals and has developed a growing portfolio of earned media management offerings for the world’s leading brands. Antillon looks forward to nurturing DHS’ core business, supporting and anticipating the diverse needs of the company’s customers, and driving new opportunities for
innovation. As a private company, DHS will be able to make strategic investments for sustainable and profitable growth, while remaining agile and focused on operational excellence. We are excited to partner with DHS’ management team as it embarks on this new chapter.”
DHS Group will file its quarterly report on Form 10-Q reporting its third quarter financial results but does not intend to host a quarterly earnings call.
DHS is a high-stakes advocacy, public strategy, and global public relations and communications firm. Our strategic insights and innovative programming build and sustain strong corporate and brand reputations. We provide our clients with counsel and program development across the spectrum of public relations, public affairs, reputation and crisis management, digital strategy, advertising and other communications services. Our clients are companies, industry associations, nonprofit organizations, professional services firms, and other large organizations.
We began as a unique grassroots and lobbying firm with customized services for an elite group of clients. Our work applies equally to regulatory issues as well as legislative ones, and we manage issues for our clients at the local, state, federal, and international levels of government.
We use our core competencies and reach to gain competitive advantage for clients. Our expertise comes from extensive must-win campaign experience and operating successfully at the highest rung of business, government, politics, and media. Our reach is the ability to use strategic intelligence to mobilize the message and persuade the toughest audiences. We know what it takes to win in difficult situations. We have proven results for prominent figures, leading advocacy groups and the world’s most successful companies. We leverage what others cannot.
FOR DHS INVESTORS
This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements do not constitute guarantees of future performance.
Those statements involve a number of factors that could cause actual results to differ materially, including risks associated with transitions in key personnel and succession, products, their development, integration and distribution, product demand and pipeline, customer acceptance of new products, economic and competitive factors, DHS’ key strategic relationships, acquisition and related integration risks as well as other risks detailed in DHS’ filings with the Securities and Exchange Commission. DHS assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.
DHS® is a trademark or registered trademark of DHS Investments, Inc. and/or one or more of its subsidiaries, and may be registered in the U.S. Patent and Trademark Office and in other countries. All other trademarks and registered trademarks are property of their respective owner.
Steven Palmer, Vice President of Communications