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US Software Support Services Firm Rimini Street Closes Merger with GPIAC in USD 837m Deal
Thursday 12 October 2017

12 October 2017 - Nevada, US-based enterprise software support services company Rimini Street, Inc. has closed a merger agreement with New York, US-based acquisition company GP Investments Acquisition Corp. (NASDAQ: GPIA) (NASDAQ: GPIAW) (NASDAQ: GPIAU), the company said.
The transaction was funded via the issuance of approximately 63.8m shares of GPIAC common stock at USD 10.00 per share to Rimini Street's shareholders.
Cash at closing in GPIAC's trust account and cash proceeds from the issuance of up to 3.5m shares of GPIAC common stock at USD 10.00 per share to an affiliate of GP Investments, Ltd. that will provide required cash at closing used to pay certain transaction expenses, reduce net debt and provide additional balance sheet cash.
The initial enterprise value is approximately USD 837m, with a post-closing equity value of USD 854m at USD 10.00 per share.
At consummation of the transaction, a merger subsidiary of GPIAC merged with and into Rimini Street, with Rimini Street as the surviving entity, which would then merge with and into GPIAC, which will move its jurisdiction of incorporation from the Cayman Islands to the State of Delaware in the US prior to consummation.
After giving effect to the transaction and certain assumptions, current GPIAC shareholders are expected to own approximately 25% of the combined company on a fully-diluted basis, and current Rimini Street shareholders will exchange their Rimini Street shares for approximately 75% pro forma ownership of the combined company.
Rimini said the combination with GPIAC would provide Rimini Street additional growth capital to expand service offerings and capabilities, strengthen the balance sheet and fund potential acquisitions.
The company said having a public company structure will fuel growth by facilitating additional sales opportunities and providing additional capital market access.
Rimini Street provides subscription-based support services for software products licensed by Oracle Corp., SAP SE and other software vendors.
As of March 31, 2017, Rimini Street has reported annual run-rate revenues exceeding USD 196m and has achieved a revenue CAGR of 37% since 2014.
The company employs approximately 900 professionals across 13 countries of operation, and currently serves over 1,200 clients including nearly 100 of the Fortune 500 and Global 100.
Citigroup served as financial and capital markets advisor to GPIAC. Cowen and company served as financial and capital markets advisor to Rimini Street. Skadden, Arps, Slate, Meagher and Flom LLP acted as legal advisor to GPIAC, and Wilson Sonsini Goodrich and Rosati acted as legal advisor to Rimini Street.
Date Published: 12/10/2017
Target: Rimini Street, Inc
Country: USA
Deal Size: 873m (USD)
Sector: Computer Software
Type: Merger
Financing: Cash and Stock
Status: Closed
Buyer: GP Investments Acquisition Corp
Buyer Advisor: Citigroup , Skadden, Arps, Slate, Meagher and Flom