Neptune Retail Solutions signed a definitive agreement to acquire Quotient Technology Inc. from Engaged Capital Flagship Master Fund, LP; Engaged Capital Flagship Fund Ltd and Engaged Capital Flagship Fund, LP managed by Engaged Capital, LLC, Engaged Capital Holdings, LLC and others for approximately $430 million.
Transaction is subject to customary closing conditions, including approval by a majority of Quotient shareholders, regulatory review and the expiration or early termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other applicable antitrust Laws, as amended. The transaction is not subject to any financing conditions. The transaction has been approved by Quotientâs Board of Directors and Board of Directors of Neptune. Engaged Capital, LLC, which owns approximately 8.2% of the outstanding shares of Quotientâs common stock and entered into a second cooperation agreement with Quotient in June 2023, has entered into a voting agreement with Quotient to vote their shares in favor of the transaction. The transaction is expected to close in the second half of 2023.
Houlihan Lokey is serving as financial advisor to Quotient, and Mike Kennedy, Jane Song, Suzanne Horne, Lucas Rachuba, Dan Stellenberg, Lindsay Sparks, Michael Wise, Steve Camahort, Jeffrey Ii, Jennifer Riddle, Randall Johnston, and John Gasparini of Paul Hastings LLP acting as legal counsels. PJT Partners is serving as financial advisor to Neptune, and Jeffrey D. Marell and Sarah Stasny Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ropes & Gray LLP are acting as legal counsel. Quotient Board has received an opinion from Houlihan Lokey Capital, Inc.