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LECG Announces Proposed Merger With SMART, New CEO and $25M Cash Infusion

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EMERYVILLE, CA--(Marketwire - August 17, 2009) - LECG Corporation (NASDAQ: XPRT), a global
expert services firm, today announced it has entered into definitive
agreements to merge with SMART Business Advisory & Consulting, LLC (SMART),
a privately held provider of business advisory services, and to receive a
$25 million cash investment from SMART's majority shareholder, Great Hill
Partners. Under the agreements, LECG will issue approximately 10.9 million
shares of common stock having a value of $39.9 million to acquire all of
SMART's outstanding shares, and LECG will issue approximately 6.3 million
shares of a newly created Series A Convertible Redeemable Preferred Stock
at a purchase price of $3.96 per share in exchange for a $25 million cash
investment in the combined company. The company anticipates these
transactions will be accretive in 2010.

In combination with LECG's premier expert services in Economics, Finance
and Accounting, SMART brings top consultants and a significant penetration
of Fortune 200 clients as well as approximately $100 million in revenues
from highly complementary financial advisory and business consulting
practices, including technology, business process improvement, compensation
and benefits, accounting, actuarial and tax. The firm has a strong focus on
the banking, insurance, real estate, healthcare, education and public
sectors. In its verticals, SMART provides services to over 50% of industry
leaders. With virtually no overlap in services, LECG believes this
transaction will provide optimal synergies. SMART's revenues have a roughly
25% recurring component that will provide a good foundation from which to
grow LECG's annuity business and balance out LECG's mainly event-driven
revenues. SMART expects to generate adjusted EBITDA of approximately $10
million in 2009. The combined company expects to realize business and
margin improvements in 2010, including approximately $6 million in
annualized operating savings.

Steve Samek, 56, Chief Executive Officer of SMART since 2008, will become
CEO of the combined company and a member of the Board of Directors upon
completion of the merger, replacing Michael Jeffery, who announced in July
that he would be stepping down as LECG's CEO. Mr. Samek is a 35-year
veteran of the consulting, business advisory and accounting industry and
was a Managing Partner at Arthur Andersen responsible for the $3 billion in
U.S. operations. During his tenure, the firm garnered significant market
penetration, streamlined operations, and improved financial performance and
service levels by instituting world-class processes.

"We believe this merger is a transformational event for LECG and
potentially the professional services industry. The combination of our
firms will create a leading expert and business advisory services platform,
increase our scale and scope, broaden our services and expertise, and
provide additional capital and strong executive leadership going forward,"
said Michael Jeffery, CEO of LECG. "I will be very pleased to pass the
baton to Steve Samek, a highly accomplished innovator and leader in the
global professional services market. I strongly believe he is the right
person to take the company to the next level. With an impressive track
record of expanding services, market penetration and profitability, he has
created and led multi-practice and multi-discipline collaborative teams of
top talent, aligning and delivering success to all stakeholders. The
combination of our companies significantly strengthens our competitive
position and should allow LECG to capture greater share as demand returns
to our industry."

"I'm excited to be joining a truly global firm with such a strong group of
highly credentialed experts at what I see as a transformational time in the
global economy," said Steve Samek, CEO of SMART. "The combined firm will
deliver an exceptionally broad range of expert and professional service
offerings to help guide our clients through a rapidly changing regulatory,
economic and political environment. I'm thrilled at the opportunity to work
together to quickly execute a plan to realize the promise of our combined
companies."

"The Board believes this merger is advantageous to all stakeholders,
dramatically improving the competitive position of the company," said
Garrett Bouton, Chairman of LECG's Board of Directors. "Great Hill
Partners' $25 million investment in the combined company will represent the
first major capital investment in this sector in more than a year and we
are confident that their interests will be aligned with those of our
existing shareholders. We look forward to having representatives from such
a successful investment firm on our board and believe that our strengthened
balance sheet and enhanced operating platform will provide a further
competitive advantage as the markets recover."

"There are fundamental shifts underway in the global professional services
marketplace today. We believe disciplined leadership and a more diversified
and integrated platform will be the keys to future success for the combined
company," said Chris Gaffney, Managing Partner of Great Hill Partners. "We
believe the combined entity will be well-positioned for future growth and
expanded profitability as regulatory changes and an improving economy come
together to provide greater opportunities in the sector," he added.

The Board of Directors for each company has approved the transactions. In
the proposed merger transaction, LECG will acquire 100% of SMART's
outstanding stock, in exchange for which LECG will issue approximately 10.9
million shares of common stock having a value of approximately $39.9
million based on the August 14, 2009 closing stock price of $3.65, and will
assume approximately $32.4 million of SMART net debt as of June 30, 2009.
In the investment transaction, SMART's majority shareholder, Great Hill
Partners, will make a $25 million cash investment into LECG in exchange for
approximately 6.3 million shares of Series A Convertible Redeemable
Preferred Stock. This stock will be convertible into LECG's common stock at
a price of $3.96 per share, representing a 10.6% premium to LECG's 20-day
average closing stock price as of August 14, 2009, and will provide a 7.5%
dividend payable in cash or stock at the new company's choice. Upon
completion of the transactions, Great Hill Partners will own voting stock
representing approximately 40% of the outstanding voting power of the new
company. At the closing, LECG has agreed that its Board of Directors will
consist of four individuals nominated by the current LECG Board of
Directors, Mr. Samek, and two representatives of Great Hill Partners. The
merger and the investment transactions are subject to both being
consummated concurrently with each other. The transactions are further
subject to a number of other customary closing conditions, including
regulatory approval and the approval of LECG's shareholders. LECG and SMART
will operate their businesses independently until the closing of the
transactions. LECG expects the closing of the transactions to occur in the
fourth quarter of calendar year 2009. The combined entity will operate
under the LECG name and continue as a publicly traded company.

Conference Call Webcast Information

LECG will host a conference call and live webcast to discuss the proposed
transaction at 8:30 a.m. Eastern time tomorrow, Tuesday, August 18, 2009.
Domestic callers may access this conference call by dialing 877-419-6598.
International callers may access the call by dialing 719-325-4875. For a
replay of this teleconference, please call 888-203-1112 or 719-457-0820,
and enter the pass code 1489449. The replay will be available through
August 25, 2009. The webcast will be accessible through the investor
relations section of the company's website, www.lecg.com. A replay of the
call will be available on the company's website two hours after completion
of the live webcast.

Additional information and where to find it

LECG intends to file with the Securities and Exchange Commission a proxy
statement and other relevant materials in connection with the transactions.
When finalized, the proxy statement will be mailed to the stockholders of
LECG. Before making any voting or investment decision with respect to the
transactions, investors and stockholders of LECG are urged to carefully
read the proxy statement and the other relevant materials when they become
available because they will contain important information about the
proposed transactions. The proxy statement and other relevant materials
(when they become available), and any other documents filed by LECG with
the SEC, may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, investors and stockholders of LECG may obtain
free copies of the proxy statement (when available) and other documents
filed by LECG with the SEC from LECG's website at www.lecg.com.

Participants in the solicitation

LECG and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from LECG's stockholders in
connection with the transactions. Information about LECG's directors and
executive officers is set forth in the proxy statement on Schedule 14A for
LECG's 2008 Annual Meeting of Stockholders filed with the SEC on April 25,
2008 and in the amended Annual Report on Form 10-K filed by LECG with the
SEC on April 29, 2009. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
transactions will be included in the proxy statement that LECG intends to
file with the SEC. Stockholders may obtain additional information regarding
the direct and indirect interests of LECG and its directors and executive
officers with respect to the transactions by reading the proxy statement
once it is available and the other filings referred to above.

Forward-Looking Statements

Statements in this press release and the related conference call concerning
the proposed transaction and future business, operating and financial
condition of the company, including expectations regarding revenues and net
income for future periods, statements concerning the plans and objectives
of LECG's management for future operations, statements of the assumptions
underlying or relating to any forward looking statement, statements
regarding the timing or completion of the transactions, and statements
using the terms "believes," "expects," "will," "could," "plans,"
"anticipates," "estimates," "predicts," "intends," "potential," "continue,"
"should," "may," or the negative of these terms or similar expressions are
"forward-looking" statements as defined in the Private Securities
Litigation Reform Act of 1995. These statements are based upon management's
current expectations. These statements are subject to risks and
uncertainties that may cause actual results to differ materially from those
expectations. Risks that may affect actual performance include the ongoing
economic downturn and adverse economic conditions, dependence on key
personnel, the cost and contribution of acquisitions, risks inherent in
international operations, management of professional staff, dependence on
growth of the company's service offerings, the company's ability to
integrate new experts successfully, intense competition, and potential
professional liability, the company's ability to integrate the operations
of SMART, the failure to achieve the costs savings and other synergies LECG
expects to result for the transactions, the outcome of any legal
proceedings instituted against the company, SMART and others in connection
with the transactions, the failure of the transactions to close for any
reason, the amount of the costs, fees, expenses and charges relating to the
transactions, business uncertainty and contractual restrictions prior to
the closing of the transactions, the effect of war, terrorism or
catastrophic events, stock price, foreign currency exchange and interest
rate volatility. Further information on these and other potential risk
factors that could affect the company's financial results is included in
the company's filings with the Securities and Exchange Commission. The
company undertakes no obligation to update any of its forward-looking
statements after the date of this press release.

About LECG

LECG, a global expert services and consulting firm, with approximately 750
experts and professionals in 30 offices around the world, provides
independent expert testimony, financial advisory services, original
authoritative studies, and strategic advisory services to clients including
Fortune Global 500 corporations, major law firms, and local, state, and
federal governments and agencies worldwide. LECG's highly credentialed
experts and professional staff conduct economic and financial analyses to
provide objective opinions and advice regarding complex disputes and inform
legislative, judicial, regulatory, and business decision makers. LECG's
experts are renowned academics, former senior government officials,
experienced industry leaders, and seasoned consultants.

About SMART

SMART Business Advisory and Consulting (www.SMARTgrp.com) is a premier,
full-service independent provider of financial advisory and business
consulting services, serving clients throughout the US and globally. SMART
offers innovative solutions to public and private companies in the areas of
financial advisory and business consulting, technology, business process
improvement, accounting, compensation and benefits, actuarial, and tax.
*Through an alternative practice structure, SMART and Associates, LLP
offers a full range of attest services.

ABOUT GREAT HILL PARTNERS

Great Hill Partners, LLC is a private equity firm that manages over $2.5
billion in capital and focuses on investing in growth companies operating
in the business and consumer services, media, transaction processing and
software industries. Great Hill Equity Partners III, L.P. and its
affiliates target equity investments of $50 million to $150 million. For
more information, please visit the Great Hill Partners Web site at
www.greathillpartners.com.

No offer or solicitation

This is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction.

 

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