Neptune Retail Solutions to acquire Quotient Technology for $4.00 per share

Quotient Technology and Neptune Retail Solutions announced earlier that they have signed a definitive agreement to combine through Neptune’s all-cash acquisition of Quotient. Charlesbank Capital Partners, a private investment firm and current majority investor of Neptune, will be the majority investor of the combined company. Neptune’s CEO WilliamRedmond will be CEO of the combined Neptune/Quotient business. The transaction, which has an aggregate equity value of approximately $430M, has been approved by Quotient’s board of directors and represents the culmination of a comprehensive review process undertaken by the board to maximize shareholder value. Under the terms of the agreement, Quotient’s shareholders will receive $4.00 per share in cash, representing a premium of approximately 36% to Quotient’s 30-day volume weighted average price as of the most recent market close on June 16. The combination of Quotient and Neptune brings together Quotient’s innovative technology platform, extensive digital promotions retail network, and proprietary data with Neptune’s broad in-store network and deep data-driven shopper marketing insights across in-store and print media. The transaction is expected to close in the second half of 2023, subject to customary closing conditions, including approval by a majority of Quotient shareholders and regulatory review. The transaction is not subject to any financing conditions. Quotient will cease to be a publicly traded company upon completion of the transaction. Engaged Capital, which owns approximately 8.2% of the outstanding shares of Quotient’s common stock and entered into a second cooperation agreement with Quotient in June has entered into a voting agreement with Quotient to vote their shares in favor of the transaction.