In a transaction valued at approximately $1 billion, Epiq Systems has entered into a definitive agreement to be acquired by OMERS Private Equity, the private equity arm of the OMERS pension plan and funds managed by Harvest Partners.

Bank of America Merrill Lynch and Goldman Sachs were joint lead arrangers and joint bookrunners for the credit facilities to support the transaction.

The transaction represents a 42% premium to Epiq’s unaffected closing share price of $11.63 as of February 19, 2016.

The Epiq board of directors unanimously approved the transaction and recommends that Epiq shareholders vote in favor of the transaction. Under the terms of the agreement, upon the closing of the transaction, Epiq shareholders will receive $16.50 in cash for each share of Epiq’s common stock. Upon completion of the transaction, Epiq will become a privately-held company and will be combined with DTI, a global legal process outsourcing (LPO) company majority-owned by OMERS and managed by OMERS Private Equity.

The proposed transaction is expected to close in Q4/16, subject to customary closing conditions including receipt of shareholder and regulatory approvals.

Douglas M. Gaston,  chairman of the Strategic Alternatives Committee of the Epiq board of directors, commented, “This transaction represents the successful culmination of a comprehensive review of strategic and financial alternatives to maximize value for all of Epiq’s shareholders. After careful consideration, the board determined that this transaction with OMERS Private Equity and Harvest Partners represents the highest and best offer received, offering Epiq shareholders at closing with immediate cash value at a substantial premium.”

Credit Suisse Securities (USA) is serving as exclusive financial advisor to Epiq Systems and Kirkland & Ellis is serving as legal counsel. Wells Fargo Securities is serving as exclusive financial advisor to DTI, and Weil, Gotshal & Manges and Bryan Cave are serving as legal counsel. Wells Fargo Securities is serving as exclusive financial advisor to OMERS Private Equity and Weil, Gotshal & Manges is serving as legal counsel. Bank of America Merrill Lynch is serving as exclusive financial advisor to Harvest Partners and White & Case is serving as legal counsel.