By 
Kneat shareholders have a clear signal heading into their July 30 vote. Both leading proxy advisory firms, Institutional Shareholder Services and Glass Lewis, recommended that holders approve the software company’s sale to Thoma Bravo. Joele Frank, Wilkinson Brimmer Katcher advised Kneat on the transaction.
Thoma Bravo agreed on June 8 to acquire the Limerick-based validation software company in an all-cash deal valuing Kneat at approximately C$650 million. Holders would receive $6.50 per share, a 40% premium to the unaffected price. The purchase takes Kneat private and removes it from the Toronto Stock Exchange, where it trades under the ticker KSI.
Events moved in sequence. Kneat filed its management information circular on June 30, setting the deal terms in front of shareholders. ISS and Glass Lewis issued their support on July 13, roughly two weeks before the special meeting. Kirkland & Ellis is advising Thoma Bravo. Joele Frank fielded communications for Kneat across each of those steps.
A dual recommendation carries weight in a shareholder vote. ISS and Glass Lewis rank as the two most influential proxy advisory firms in North America, and their guidance often moves the blocs of institutional shares that decide deals like this one. Backing from both narrows the odds the vote falls short. For Kneat, which counts pharmaceutical and life-sciences manufacturers among the customers for its validation software, the outcome settles whether it stays public or passes to Thoma Bravo.
Joele Frank, Wilkinson Brimmer Katcher served as communications advisor to Kneat throughout the process, from the June signing through the proxy adviser recommendations.
Thoma Bravo has spent years buying enterprise software companies and taking them private, and Kneat adds a niche validation provider to that portfolio. Kneat’s software helps regulated manufacturers document that their equipment and processes meet compliance standards, recurring work that ties customers in for the long haul. That kind of steady subscription revenue is what private equity buyers pay a premium to control. Shareholders decide on July 30. Both proxy firms are already on the record, and Joele Frank is managing communications around the vote.
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