Gartner To Buy CEB For $2.6 Bln In Cash And Stock - Quick Facts

(RTTNews) - Gartner, Inc. (IT) has agreed to acquire CEB Inc. (CEB) for about $2.6 billion in cash and stock, the two companies said Thursday. The transaction has a total enterprise value of approximately $3.3 billion, including Gartner's assumption of approximately $0.7 billion in CEB net debt.

Gartner is an information technology research and advisory company, while CEB is a provider of best practice and talent management insights. The transaction creates a global research and advisory company for all major functions in the Enterprise.

Under the terms of the deal, CEB shareholders will receive $54.00 in cash and 0.2284 shares of Gartner common stock for each share of CEB common stock they own, implying 70 percent cash and 30 percent stock consideration for the offer.

The total per share consideration of $77.25 represents a premium of about 25 percent compared to CEB's closing stock price on January 4, 2017, the last trading day prior to today's announcement.

The transaction, which is expected to be completed in the first half of 2017, is subject to the approval of CEB shareholders. Under the terms of the definitive agreement, CEB has a go-shop right to solicit third party alternative acquisition proposals for the next 35 days.

As part of the transaction, Gartner will issue about 8 million shares of Gartner common stock.

Gartner intends to fund the cash portion of the transaction consideration through a combination of cash on hand and fully committed debt financing to be provided by JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA. Upon completion of the transaction, Gartner is expected to have net debt of approximately $3 billion.

The transaction is immediately accretive to Gartner's adjusted earnings per share and is expected to be double-digit percentage accretive in 2018. It has been unanimously approved by the boards of directors of both companies and is expected to close in the first half of 2017.