Pollster Angus Reid is selling his stake in Vision Critical Communications Inc. for $44-million, ending a tumultuous chapter for the Vancouver marketing software firm and clearing the path for an initial public offering in the coming years.
Mr. Reid's exit is part of a secondary transaction arranged by BMO Capital Markets that will see New York private-equity firm W Capital Partners and Toronto growth-capital investor Georgian Partners – a Vision Critical investor – buy $76-million of stock from existing shareholders. Mr. Reid's stake is mostly composed of 8.5 million preferred shares, for which he receives $4.50 per share, compared to $4.25 for other preferred shareholders.
"I am very happy with this transaction," Mr. Reid said in a posting on his LinkedIn page. He did not respond to phone or e-mail messages from The Globe and Mail.
Common stockholders will get $3.50 per share. Other shareholders get to sell a portion of what they hold on a pro-rata basis. "Only Angus is getting out entirely," said a source familiar with the deal. It is believed founder Andrew Reid, Mr. Reid's son, who left to start another company developing apps for the Vision Critical platform, is keeping his shares. The company is not issuing stock in the deal.
The transaction also heralds governance changes as Mr. Reid's stock carries the right to name two directors. The board will shrink in size to seven members from nine and rights to appoint directors will shift among existing investors, leaving Georgian and OMERS Ventures with one seat each and W with two. CEO Scott Miller and two independents will round out the board.
The confidential details, obtained by The Globe, are included in documents sent to stock owners this month. The deal was approved by shareholders last Wednesday and is expected to close this week.
"Everyone at the end of the day got what they wanted," said Vision Critical chairman Phil Deck, who declined to comment on any details of the transaction, citing confidentiality requirements. "We're happy to move on and focus 100 per cent on growing the business."
In an interview with BNN following The Globe's report about the transaction, Mr. Reid's son Andrew Reid, the company's founder who left to start another company developing apps for the Vision Critical platform, said he remains "a very large shareholder." Andrew Reid said his father, 69, now chairman of the non-profit polling firm Angus Reid Institute, is "at a stage now where he wants to move on and do other things…I couldn't be happier for him to have such a great exit."
The deal puts an end to a corporate civil war that has gripped the company's top ranks for several years. "This represents the opportunity to remove the Angus disruption from the business and allow Vision Critical to become the world-class … software company it will be" with a board and shareholder base aligned on the same vision, said Derek Smyth, who led OMERS Ventures' investment into Vision Critical in 2012 and later served as a senior executive with the firm.
Mr. Reid invested in his son's fledgling startup and became CEO in early 2005, helping to grow Vision Critical into a $100-million-plus firm specializing in two areas: software that enabled corporations to communicate with thousands of customers on an ongoing basis, generating insights that shaped strategic decisions; and traditional market research and consulting like the eponymous polling firm Mr. Reid sold to Ipsos SA in 2000.
Early investors were friends and colleagues of Mr. Reid's; later investors including OMERS and Georgian preferred to see the company sell off the slower-growing services business and focus on the faster-growing and more highly valued software division. Mr. Reid and other long-time shareholders were eager to liquidate their holdings while later investors were prepared to wait.
Tensions arose after Mr. Reid stepped back to become executive chairman, ceding management to Mr. Miller. Mr. Reid continued to meddle in the company's daily affairs, and after company leaders complained, directors stripped Mr. Reid of his executive role in April, 2014, leading to prolonged top-level conflict. Mr. Reid continued to question company strategies and succeeded in pushing several directors to leave. In exchange, he agreed to concessions including last year's sale of the research and consulting group.
Sources also say Mr. Reid's desire to liquidate prompted several capital markets processes that ate up management time, including exploring a possible IPO in late 2012, two secondary transactions in 2014 and an attempted third secondary in 2015.
Mr. Deck acknowledged: "The company has been through a lot of processes."
Free of its identity crisis, Vision Critical, with close to 600 employees and revenues in the high eight-figures, is focused on rolling out the latest version of its platform, with an improved user interface that makes it easier for customers to plug in corporate data.
The company is also broadening its target beyond marketers, pitching itself to CEOs and others key executives as an essential tool to help organizations deal with widespread disruption. "It's a massive opportunity," Mr. Deck said. "This [will] be one of Canada's most important software businesses."