PRFT

July 1, 2024
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Kuehn Law, PLLC, a shareholder litigation law firm, is investigating potential claims related to the proposed merger between the below listed companies.  Kuehn Law may seek additional disclosures or other relief on behalf of the shareholders of the company being acquired.  

Kuehn Law is investigating whether the Board of Directors of the target company:

1) acted to maximize shareholder value,
2) failed to disclose material information, and
3) conducted a fair process:  
Kuehn Law is conducting an investigation into the fairness of the proposed sale of Perficient, Inc. (NASDAQ: PRFT) to an affiliate of BPEA Private Equity Fund VIII for $76.00 per share in cash.

Perficient to be Acquired by EQT

Perficient, Inc. (Nasdaq: PRFT), a leading global digital consultancy known for transforming the world’s largest enterprises and biggest brands, has announced that it has entered into a definitive agreement to be acquired by an affiliate of BPEA Private Equity Fund VIII ("EQT Asia"), part of the global investment organization EQT AB. This all-cash transaction values Perficient at an enterprise value of approximately $3.0 billion.

Under the terms of the agreement, Perficient stockholders will receive $76.00 in cash for each share of common stock they own at the closing of the transaction. This purchase price represents a 75% premium to Perficient’s closing stock price on April 29, 2024, the last unaffected trading day before the transaction announcement, and a 51% premium to the company’s 30-day volume-weighted average share price for the period ending April 29, 2024.

“Today’s announcement is the result of a comprehensive review by the Board to maximize value for the company and its shareholders,” said Jeffrey Davis, Chairman of the Board of Perficient. “We are proud of the role Perficient plays in delivering big thinking and innovative ideas, along with a practical approach to help the world’s largest enterprises and biggest brands succeed. With this agreement with EQT, we will provide our shareholders with compelling, certain cash value for their shares while continuing to support our clients in exceeding expectations, outpacing the competition, and growing their businesses.”

“Today marks a momentous next step for our company,” said Tom Hogan, President and CEO of Perficient. “This is an exciting new chapter that would not have been possible without our employees’ hard work and dedication to our clients, partners, and other stakeholders. EQT’s vision for Perficient aligns directly with ours, and I look forward to partnering with them as we continue on our global growth journey.”

Hari Gopalakrishnan, Partner within the EQT Private Capital Asia advisory team said, “Perficient is well known for its world class end-to-end digital consulting capabilities, and unmatched global delivery. In recent years, the Perficient team has been successful in expanding the scope of their offerings, and we look forward to supporting them in driving further growth. We have significant experience investing in the digital technology space, and I am confident that this exciting partnership will help strengthen Perficient’s unique position in the marketplace.”

The transaction has been unanimously approved by Perficient’s Board of Directors and is expected to close by the end of 2024. It is subject to customary closing conditions, including approval by Perficient stockholders and receipt of regulatory approvals. Notably, the transaction is not contingent on financing.

Upon completion, Perficient’s shares will no longer trade on the NASDAQ, and the company will become private. Perficient’s headquarters will remain in St. Louis, with Tom Hogan continuing as CEO and the current management team remaining in place to lead the company.

Notice to Shareholders

As shareholders, it's essential to understand the fiduciary duties of the Board of Directors.

These duties ensure the Board acts in the best interest of the company and its shareholders.

Directors' Fiduciary Duties

1. Duty of Care

Diligence: Make informed decisions by thoroughly reviewing information.
Active Participation: Regularly attend and engage in board meetings.
Expert Advice: Seek expert opinions when necessary.

2. Duty of Loyalty

Avoid Conflicts of Interest: Prioritize the company's interests over personal gain.

Self-Dealing: Do not use the position for personal benefit.

Confidentiality: Maintain the confidentiality of company information.

3. Duty of Good Faith

Honesty: Act with integrity in all decisions.
Best Interests: Ensure actions are in the best interest of the company and shareholders.
Fairness: Treat all shareholders fairly and equally.

Your awareness and understanding of these duties are crucial in ensuring the Board acts responsibly and in the best interest of all shareholders.