We are now plainly amid what HBR Consulting managing director Bobbi Basile calls the e-discovery "consolidation of the market that has been predicted for over a decade." But as predictable as the trend toward mergers and acquisitions within the e-discovery space was, the deals themselves are starting to draw increasing levels of scrutiny.
Last week's announcement that OpenText would acquire Guidance Software, just a year after the company's $163 million purchase of e-discovery software provider Recommind, suggests that the company is interested in playing in the big leagues of e-discovery M&A alongside major serial-acquirers like LDiscovery and Epiq . The latest transaction is valued at around $222 million and is expected to close in the end of this year's third quarter.
Patrick Dennis, Guidance Software president and CEO, said in a statement last Wednesday that the deal will best serve Guidance stockholders.
"Our board of directors has carefully evaluated the merger proposal by OpenText and believes it represents the best value reasonably attainable for our stockholders and will benefit our customers and employees. We believe this all-cash transaction offers our stockholders liquidity and certainty of value," Dennis said.
However, that deal is now the subject of an investigation into the breach of fiduciary duty. Class action firm WeissLaw announced last Friday, two days after the deal was announced, that it would be looking into whether the Guidance board acted to appropriately maximize shareholder value before entering into an agreement with OpenText.
Guidance stockholders are set to receive $7.10 per share under the terms of the acquisition deal, but a statement by WeissLaw alleges that Guidance stock traded for $7.30 per share, $0.20 above the offer price. The statement also notes that one analyst set a target price for Guidance stock at $10 per share.
Pasadena, California-based Guidance Software manages digital forensics software EnCase, which provides specialized platforms for e-discovery , risk management and cybersecurity. Last year, the software got a machine learning upgrade with its Big Data Investigator tool .
Guidance made some acquisitions in forensics software Tableau and e-discovery software CaseCentral in 2010 and 2012, respectively, but hasn't made any large M&A moves since it took in $7.5 million in private equity in 2012.
Canadian e-discovery giant OpenText last year made headlines for its back-to-back acquisitions of both Recommind and ANXeBusiness . The company also made major acquisitions around client services in 2016, buying HP Software's client experience assets and Dell EMC's Enterprise Content Division , a deal valued at $1.62 billion.