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Medallia, Inc. (NYSE: MDLA) shareholders have approved the acquisition by Thoma Bravo, a prominent software investment firm. The all-cash deal is valued at $6.4 billion, offering shareholders $34.00 per share, marking a 20% premium over the stock's price before acquisition news. CEO Leslie Stretch expressed confidence that becoming a private entity will enhance Medallia's innovation capabilities. The transaction is expected to close by November 1, 2021, pending customary conditions. Following the acquisition, Medallia's stock will no longer be publicly traded.
Positive
Shareholder approval for Thoma Bravo's $6.4 billion acquisition
20% premium offered to shareholders at $34.00 per share
Potential for enhanced innovation as a private company
Negative
Medallia will be delisted from public markets after the acquisition
Uncertainties related to acquisition closure and operational disruptions
SAN FRANCISCO--(BUSINESS WIRE)--
Medallia, Inc. (NYSE: MDLA) (“Medallia”), a global leader in customer and employee experience, today announced that its shareholders voted to approve the acquisition of Medallia by Thoma Bravo, a leading software investment firm.
“Shareholder approval is an important milestone in our transaction with Thoma Bravo, which we believe will position Medallia to better deliver innovation to our customers,” said Leslie Stretch, President and CEO of Medallia. “On behalf of the Medallia Board of Directors, I thank our shareholders for their support of this transaction. We are confident that, as a private company, Medallia will be strongly positioned to build on its success and begin its next phase of differentiated growth.”
The final voting results will be filed in a Form 8-K with the U.S. Securities and Exchange Commission.
As previously announced, under the terms of the merger agreement, Thoma Bravo will acquire Medallia in an all-cash transaction valued at $6.4 billion. Medallia shareholders will receive $34.00 per share in cash, which represents a premium of approximately 20% to Medallia’s unaffected closing stock price on June 10, 2021, the last full trading day prior to media reports regarding a possible transaction, and a premium of approximately 29% to Medallia’s unaffected 30-day average price.
The transaction is expected to close by November 1, 2021, subject to customary closing conditions. Upon completion of the transaction, Medallia’s common stock will no longer be listed on any public market. Medallia will remain headquartered in San Francisco.
Advisors
Morgan Stanley & Co. LLC is serving as lead financial advisor to Medallia, and BofA Securities and Wells Fargo Securities are also serving as financial advisors. Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as Medallia’s legal advisor. Kirkland & Ellis LLP is serving as legal advisor to Thoma Bravo. Debt financing for the transaction is being provided by Blackstone Credit, certain funds managed by affiliates of Apollo Capital Management, L.P., KKR Credit, Thoma Bravo Credit and Antares Capital.
Forward-Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding the acquisition, including the expected timing of the closing of the acquisition, and expectations for Medallia following the acquisition. If any of these risks or uncertainties materialize, or if any of Medallia’s assumptions prove incorrect, Medallia’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with: the possibility that the conditions to the closing of the acquisition are not satisfied; potential litigation relating to the acquisition; uncertainties as to the timing of the consummation of the acquisition; the ability of each party to consummate the acquisition; possible disruption related to the acquisition to Medallia’s current plans and operations, including through the loss of customers and employees; and other risks and uncertainties detailed in the periodic reports that Medallia files with the Securities and Exchange Commission, including Medallia’s Annual Report on Form 10-K filed with the SEC on March 22, 2021, and Quarterly Report on Form 10-Q filed with the SEC on September 3, 2021, each of which may be obtained on the investor relations section of Medallia’s website (https://investor.medallia.com). All forward-looking statements in this communication are based on information available to Medallia as of the date of this communication, and Medallia does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Thoma Bravo is one of the largest private equity firms in the world, with more than $83 billion in assets under management as of June 30, 2021. The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20-plus years, the firm has acquired more than 325 software and technology companies representing over $100 billion of value. The firm has offices in Chicago, Miami and San Francisco. For more information, visit thomabravo.com.
