Vista Equity Partners Fund V, L.P., Vista Equity Partners Fund V Executive, L.P., Vista Equity Partners Fund V-A, L.P., Vista Equity Partners Fund V-B, L.P., VEPF V FAF, L.P., Vista Equity Associates V, LLC, and certain other funds managed by Vista Equity Partners Management, LLC reached an agreement to acquire Blue Prism Group plc (AIM:PRSM) from a group of shareholders for £1.1 billion on September 28, 2021. Under the terms of the acquisition, Vista will acquire 96.9 million shares of Blue Prism at price of £11.25 per share in cash. The acquisition values the entire issued and to be issued ordinary share capital of Blue Prism at approximately £1,095 million on a fully diluted basis. It is intended that the acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Vista will fund the cash consideration through debt financing to be provided under the First Lien Credit Agreement. The Blue Prism Board plans to separate the Chairman and Chief Executive Officer roles and has commenced a search for a new Chief Executive Officer. It is intended that, with effect from the Effective Date, each of Blue Prism's non-executive directors will resign from their office as a director of Blue Prism. Blue Prism's UK headquarters will be maintained as a UK RPA centre of excellence. Prior to the Scheme becoming Effective, Blue Prism will make an application for the cancellation of trading of the Blue Prism Shares on AIM, to take effect from or shortly after the Effective Date. It is also proposed that, following the Effective Date and after the cancellation of trading of the Blue Prism Shares on AIM, Blue Prism will be re-registered as a private limited company. The Scheme will be put to Blue Prism Shareholders for approval at the Court Meeting and at the Blue Prism General Meeting, which must be approved by at least 75% shareholders; the Scheme must be sanctioned by the Court. In addition, the Scheme is subject to the Conditions and further terms including the receipt of the relevant clearances from the competition and regulatory authorities, in particular antitrust clearances in the US, Germany, Austria and Russia and foreign investment approval in the UK, to the extent required and other third-party clearances. The Blue Prism Directors consider the terms of the acquisition to be fair and reasonable and intend to recommend unanimously that Blue Prism shareholders vote in favor of the Scheme at the Court Meeting and in favor of the Special Resolution(s) to be proposed at the Blue Prism General Meeting. Blue Prism Directors who hold interests in Blue Prism Shares have irrevocably undertaken to do so in respect of their own beneficial holdings of 6.1 million Blue Prism Shares representing, in aggregate, approximately 6.3% of Blue Prism's issued ordinary share capital. Vista has received irrevocable undertakings and letters of intent in respect of a total of 22.3 million shares representing, in aggregate, approximately 23% of Blue Prism's issued ordinary share capital, which includes the irrevocable undertakings from the Blue Prism Directors, irrevocable undertakings from Jupiter Investment Management Limited in respect of approximately Blue Prism Shares, representing 6.2% stake, irrevocable undertakings from Lead Edge Capital Management, LLC in respect of 4.2 million Blue Prism Shares, representing 4.3% stake and letters of intent to vote in favour of the Scheme from the Blue Prism Co-Founders in respect of their own beneficial holdings of 6 million Blue Prism Shares, representing 6.2% stake. As of November 18, 2021, Lead Edge Capital Management, LLC disposed of 878,495 Blue Prism Shares which were the subject of a letter of intent, representing approximately 0.9% of Blue Prism's issued ordinary share capital. As a result, with effect from such disposal, received letters of intent in respect of an aggregate of 6,006,479 Blue Prism Shares, representing approximately 6.2%. The Blue Prism Board has determined that the Acquisition is in the best interests of Blue Prism shareholders, immediately delivering certain value without the execution risks associated with the necessary strategic investments envisaged. As of November 17, 2021, Blue Prism has received irrevocable undertakings and letters of intent in respect of a total of 20,350,473 Blue Prism Shares representing approximately 21% of Blue Prism's issued ordinary share capital as at November 16, 2021, to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting. As on November 24, 2021, Blue Prism Group plc announced to call its shareholders meeting on December 9, 2021. AS on November 25, 2021, offer price is changed to £12.5 per share. As on November 23, 2021, Bidco has received irrevocable undertakings and letters of intent to vote in favour of the Scheme at the Reconvened Court Meeting and the Special Resolution to be proposed at the Reconvened General Meeting in respect of a total of 17,505,639 Blue Prism Shares representing approximately 18.0% stake. As on December 1, 2021, board of Blue Prism withdraws recommendation of the Increased Vista Offer. The Blue Prism Directors propose to adjourn the Court Meeting and the Blue Prism General Meeting to be held on December 9, 2021. The directors of Blue Prism consider the SS&C Offer to represent a superior offer for Blue Prism's shareholders as compared with the Vista Offer. Vista Offer Shareholder Meetings, re-convened to be held on December 9, 2021, were re-convened and then immediately adjourned without a date set for the further re-convening of the adjourned Vista Offer Shareholder Meetings. It is expected that the Scheme will become Effective late in Q4 2021 or early in Q1 2022. Jason DiLullo and Peter Spofforth of Qatalyst Partners LP acted as financial advisors to the board of Blue Prism Group plc. James Robertson, Oliver Elias and Alex Newman of Merrill Lynch International and Carlton Nelson, Ben Griffiths and Sebastian Lawrence of Investec Bank plc acted as financial advisors and CMS Cameron McKenna Nabarro Olswang LLP acted as legal advisors to Blue Prism Group plc. Nicholas van den Arend, Chris Emmerson and Tanguy Croguennoc of Goldman Sachs International acted as financial advisors and Kirkland & Ellis LLP and Simpson Thacher & Bartlett LLP acted as legal advisors to Vista. Vista Equity Partners Fund V, L.P., Vista Equity Partners Fund V Executive, L.P., Vista Equity Partners Fund V-A, L.P., Vista Equity Partners Fund V-B, L.P., VEPF V FAF, L.P., Vista Equity Associates V, LLC, and certain other funds managed by Vista Equity Partners Management, LLC cancelled the acquisition of Blue Prism Group plc (AIM:PRSM) from a group of shareholders on December 11, 2021. Scheme was conditional on the Vista Offer Shareholder Meetings being held on or before December 11, 2021. As of the end of 11 December 2021, as the conditions are not satisfied, which confirms that the Vista Final Offer has now lapsed.