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BMC to sell itself to private equity group for $6.9 billion

(Reuters) - Business software maker BMC Software Inc said on Monday it agreed to be acquired by a private equity group led by Bain Capital and Golden Gate Capital Corp for about $6.9 billion.

The offer price of $46.25 per share represents a premium of less than 2 percent to BMC's Friday close of $45.42. BMC shares were little changed at $45.46 on the Nasdaq on Monday morning.

BMC's stock has risen 4.5 percent since March 21, when Reuters reported that private equity groups were looking to buy the company.

The group of buyers also includes GIC Special Investments Pte Ltd and Insight Venture Partners.

Elliott Management, which owns 9.6 percent of BMC and had been pushing the company to sell itself over the past year, has agreed to vote its shares in favor of the deal.

"The transaction represents the culmination of an activist effort that began in the summer of 2012 with a successful proxy contest in which Elliott added two directors to BMC's board," Elliott said in a separate statement.

There is no financing condition associated with the proposed acquisition, which is expected to close later this year, and Credit Suisse, RBC Capital Markets and Barclays have agreed to provide debt financing.

Morgan Stanley & Co LLC and BofA Merrill Lynch were financial advisers to BMC, while Wachtell, Lipton, Rosen & Katz was legal counsel.

Qatalyst Partners, Credit Suisse, RBC Capital Markets and Barclays served as financial advisers to the buyers, while Kirkland & Ellis LLP acted as legal counsel.

Sidley Austin LLP was legal adviser to GIC and Willkie Farr & Gallager LLP was legal adviser for Insight Venture Partners.

(Reporting by Sayantani Ghosh and Supantha Mukherjee in Bangalore; Editing by Saumyadeb Chakrabarty)

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