Financial Engines (FNGN) announced that it has signed a definitive agreement to be acquired by funds affiliated with Hellman & Friedman in an all-cash transaction that values Financial Engines at an aggregate value of approximately $3.02B.

Under the terms of the agreement, Financial Engines shareholders will receive $45.00 per share in cash upon the closing of the transaction. The price per share represents more than a 32 percent premium above the closing share price of $33.95 on April 27, 2018, and more than a 41 percent premium above the trailing 90-day volume weighted average stock price for the period ended April 27, 2018. The agreement has been unanimously approved by Financial Engines' board of directors. Edelman Financial Services will be combined with Financial Engines as part of the transaction. H&F owns a majority interest in Edelman. "After a thorough assessment, the Board has determined that this transaction represents a compelling outcome for our stockholders, customers, and employees. It recognizes the value of Financial Engines' franchise and mission while providing stockholders with a substantial premium," said Blake Grossman, Chairman of the Board of Financial Engines.

The transaction, which is expected to close in the third quarter of 2018, is subject to approval by Financial Engines stockholders, regulatory approval, and other customary closing conditions. Sandler O'Neill & Partners, L.P. acted as financial advisor to Financial Engines, and Wachtell, Lipton, Rosen & Katz provided legal counsel. J.P. Morgan, Barclays, Deutsche Bank Securities Inc., and UBS Investment Bank acted as financial advisors to H&F and Simpson Thacher & Bartlett provided legal counsel to H&F and Edelman.