EngageSmart, Inc. (NYSE:ESMT) ('EngageSmart' or 'the Company') announced that it has entered into a definitive agreement to be acquired by an affiliate of Vista Equity Partners ('Vista') in an all-cash transaction valued at approximately $4.0 billion. Under the terms of the agreement, EngageSmart stockholders will receive $23.00 per share in cash upon completion of the proposed transaction. A special committee of EngageSmart's Board of Directors comprised of independent directors (the 'Special Committee'), advised by independent legal and financial advisors, was formed to conduct a deliberate and thoughtful process to evaluate this proposal and other potential value creation opportunities for EngageSmart.

Transaction negotiations were led by the Special Committee and following its unanimous recommendation, the EngageSmart Board of Directors unanimously approved the merger agreement with Vista and agreed to recommend that EngageSmart stockholders vote to adopt the merger agreement. The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions and receipt of customary regulatory approvals, as well as the affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock held by stockholders other than affiliates of General Atlantic and certain officers of the Company. The definitive agreement includes a 30-day 'go-shop' period that will expire at 11:59 PM ET on November 22, 2023, which permits the Special Committee and its financial advisors to solicit and consider alternative acquisition proposals.

There can be no assurance that this process will result in a superior proposal, and the company does not intend to disclose developments with respect to the 'go-shop' process unless and until it determines such disclosure is appropriate or is otherwise required.