Envestnet, Inc. (NYSE:ENV) entered into an agreement and plan of merger to acquire PIEtech, Inc. from a group of sellers for approximately $500 million on March 14, 2019. Envestnet will pay $295 million in cash subject to the working capital adjustments and issue 3.18 million of its shares (which represent approximately 6.8% of Envestnet’s shares) as part of the consideration. Under the terms of the transaction, $1.88 million (the indemnity escrow amount) and $0.9 million (purchase price escrow amount) from the cash consideration will be deposited into an escrow account. Envestnet has also agreed to establish a retention bonus pool consisting of $30 million of cash and restricted stock units to be granted to employees and management of PIEtech as inducement grants. The allocation of cash and restricted stock units will be made before the closing of the merger and is subject to a maximum of $12 million of cash. Envestnet intends to fund the cash portion of the consideration with a combination of cash on the balance sheet and borrowings under revolving credit agreement. Pursuant to the transaction, PIEtech will operate as an independent division of Envestnet. If the merger agreement is terminated by Envestnet or the sellers, a termination fee equal to $25 million will be payable to the party electing to terminate the merger agreement. Termination Fee means an amount equal to five percent (5%) of the purchase price. Tony Leal will continue as Chief Executive Officer of PIEtech, he will also assume the new role of Head of Financial Planning for Envestnet. Jaime Procter, the Chief Operating Officer who heads support and marketing for PIEtech will remain in her role; all key development personnel will remain unchanged. The transaction is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Envestnet common stock to be issued in connection with the merger being approved for listing on the New York Stock Exchange, Venture Investment being consummated, employment agreements having been entered into with certain executive officers of PIEtech, consulting agreement having been entered into with Robert D. Curtis, the current Chief Executive Officer of PIEtech and other customary closing conditions. As a condition to the closing of the merger, Envestnet will enter into an orderly marketing agreement with certain of the sellers who will receive, in the aggregate, approximately 3 million shares of Envestnet. The merger agreement has been approved by PIEtech’s stockholders. Envestnet’s Board of Directors and PIEtech’s Board of Directors have, by unanimous vote approved the transaction. As of April 2, 2019, the transaction has received approval of early termination of antitrust approval waiting period. The transaction is expected to close mid-year 2019. Envestnet expects the acquisition to be accretive to adjusted EBITDA, adjusted EBITDA margin and adjusted net income per share immediately. The transaction is expected to be 5% accretive to quarterly adjusted earnings per share in 2019. Lei Shen, Thomas C. Santora, Ricardo Falcon, Jess JuYoung Yoon, Richard M. Assmus, Guy W. Barcelona Jr., Tiffany R. Brown, Steven D. Garden, Jeffrey M. Bruns, Christopher Odell, Ryan J. Liebl, Katherine H. Dean, Meytal McCoy, Kim A. Leffert, Dennis R. Mahoney, David B. H. Saye and Katherine L. Cherep, Edward S. Best and Esther Chang of Mayer Brown LLP acted as legal advisors and Michael Freudenstein and Avinash Patel of PJT Partners LP acted as financial advisor for Envestnet, Inc. Andrew Tucker of Womble Bond Dickinson acted as legal advisor and Raymond James & Associates, Inc. acted as financial advisor for PIEtech, Inc. Robert D. Curtis acted as seller’s representative. JP Morgan Bank, N.A. acted as escrow agent in the transaction.