Thoughtworks to Be Taken Private by Apax Funds for $4.40 Per Share
Thoughtworks (NASDAQ: TWKS) has announced a definitive merger agreement with Apax Partners LLP. An affiliate of Apax Funds will purchase all outstanding shares of Thoughtworks common stock for $4.40 per share, implying a total enterprise value of approximately $1.75 billion. The purchase price represents a 30% premium to Thoughtworks' closing stock price on August 2, 2024, and a 48% premium over the 30-day volume-weighted average price.
The transaction, unanimously approved by a special committee of independent directors, is expected to close in the fourth quarter of 2024. Upon completion, Thoughtworks will become a privately held company and delist from NASDAQ. The deal is subject to customary closing conditions but does not require additional stockholder approval.
Thoughtworks (NASDAQ: TWKS) ha annunciato un accordo di fusione definitivo con Apax Partners LLP. Un affiliato di Apax Funds acquisterà tutte le azioni ordinarie di Thoughtworks per $4,40 per azione, implicando un valore totale d'impresa di circa $1,75 miliardi. Il prezzo di acquisto rappresenta un 30% di premio rispetto al prezzo di chiusura delle azioni di Thoughtworks del 2 agosto 2024 e un 48% di premio rispetto al prezzo medio ponderato per volume delle ultime 30 giorni.
La transazione, approvata all'unanimità da un comitato speciale di amministratori indipendenti, dovrebbe chiudersi nel quarto trimestre del 2024. Al termine, Thoughtworks diventerà una società privata e sarà rimossa da NASDAQ. L'accordo è soggetto a condizioni di chiusura consuete, ma non richiede ulteriore approvazione da parte degli azionisti.
Thoughtworks (NASDAQ: TWKS) ha anunciado un acuerdo de fusión definitivo con Apax Partners LLP. Un afiliado de Apax Funds comprará todas las acciones en circulación de acciones ordinarias de Thoughtworks por $4.40 por acción, lo que implica un valor total de empresa de aproximadamente $1.75 mil millones. El precio de compra representa una primas del 30% sobre el precio de cierre de las acciones de Thoughtworks el 2 de agosto de 2024, y un 48% de prima sobre el precio promedio ponderado por volumen de 30 días.
La transacción, aprobada unánimemente por un comité especial de directores independientes, se espera que se cierre en el cuarto trimestre de 2024. Una vez completada, Thoughtworks se convertirá en una empresa privada y se eliminará de NASDAQ. El acuerdo está sujeto a condiciones de cierre habituales, pero no requiere aprobación adicional de los accionistas.
Thoughtworks (NASDAQ: TWKS)는 Apax Partners LLP와의 확정된 합병 계약을 발표했습니다. Apax Funds의 계열사가 Thoughtworks의 모든 보통주를 주당 $4.40에 구매할 예정이며, 이는 약 $1.75 billion의 총 기업 가치를 의미합니다. 구매 가격은 2024년 8월 2일 Thoughtworks의 종가에 비해 30% 프리미엄을 나타내고, 30일 간의 거래량 가중 평균 가격에 대해서는 48% 프리미엄을 나타냅니다.
이 거래는 독립 이사들로 구성된 특별 위원회에 의해 만장일치로 승인되었으며, 2024년 4분기에 완료될 것으로 예상됩니다. 완료 후, Thoughtworks는 비상장 회사가 되며 NASDAQ에서 상장 폐지됩니다. 이 거래는 일반적인 마감 조건에 따라 진행되지만 추가 주주 승인을 필요로 하지 않습니다.
Thoughtworks (NASDAQ: TWKS) a annoncé un accord de fusion définitif avec Apax Partners LLP. Une filiale des Apax Funds achètera toutes les actions ordinaires en circulation de Thoughtworks au prix de 4,40 $ par action, ce qui implique une valeur totale d'entreprise d'environ 1,75 milliard $. Le prix d'achat représente une prime de 30% par rapport au prix de clôture de l'action de Thoughtworks le 2 août 2024, et une prime de 48% par rapport au prix moyen pondéré par le volume sur 30 jours.
La transaction, approuvée à l'unanimité par un comité spécial de directeurs indépendants, devrait être finalisée au quatrième trimestre 2024. Une fois complétée, Thoughtworks deviendra une entreprise privée et sera retirée de NASDAQ. L'accord est soumis à des conditions de clôture habituelles mais ne nécessite pas d'approbation supplémentaire des actionnaires.
Thoughtworks (NASDAQ: TWKS) hat eine definitive Fusionsvereinbarung mit Apax Partners LLP bekannt gegeben. Ein verbundenes Unternehmen von Apax Funds wird alle ausstehenden Aktien der Thoughtworks-Stammaktien zu einem Preis von 4,40 $ pro Aktie erwerben, was einen Gesamtunternehmenswert von etwa 1,75 Milliarden $ impliziert. Der Kaufpreis stellt eine 30%ige Prämie gegenüber dem Schlusskurs der Thoughtworks-Aktien am 2. August 2024 dar und eine 48%ige Prämie gegenüber dem volumengewichteten Durchschnittspreis der letzten 30 Tage.
Die Transaktion, die einstimmig von einem speziellen Ausschuss unabhängiger Direktoren genehmigt wurde, wird voraussichtlich im vierten Quartal 2024 abgeschlossen. Nach Abschluss wird Thoughtworks ein privates Unternehmen und wird von NASDAQ gestrichen. Der Deal unterliegt üblichen Abschlussbedingungen erfordert jedoch keine zusätzliche Genehmigung von Aktionären.
- Offer price of $4.40 per share represents a 30% premium to the last trading day and 48% premium to the 30-day VWAP
- Transaction implies a total enterprise value of approximately $1.75 billion
- Deal unanimously approved by a special committee of independent directors
- Apax Funds, a longstanding strategic partner, commits to support long-term investments and growth
- Thoughtworks will delist from NASDAQ, potentially reducing liquidity for remaining shareholders
- Transition to private ownership may limit public investors' ability to participate in future growth
Insights
This acquisition of Thoughtworks by Apax Funds is a significant development for investors. The
However, the decision to go private suggests that Apax believes Thoughtworks can better execute its strategy away from public market pressures. This move might indicate challenges in meeting quarterly expectations or a need for significant restructuring. Investors should consider the lost opportunity for future public market gains against the immediate premium offered.
Thoughtworks' transition to private ownership under Apax Funds could significantly impact its competitive position in the tech consultancy market. This move may allow Thoughtworks to make bolder, long-term investments in emerging technologies and talent without the scrutiny of quarterly earnings reports.
The tech consultancy landscape is rapidly evolving, with increasing demand for AI, cloud and digital transformation services. Thoughtworks' ability to innovate and adapt quickly in these areas could be enhanced under private ownership. However, the loss of public market capital access might limit its ability to make large acquisitions, potentially affecting its growth strategy in a consolidating industry.
The acquisition process demonstrates strong corporate governance practices. The formation of a Special Committee composed of independent directors, advised by independent legal and financial experts, ensures that minority shareholders' interests were properly considered. The unanimous approval by this committee and the full Board adds credibility to the fairness of the deal.
However, with Apax already being the majority shareholder, there's scope for competitive bids or shareholder activism to potentially increase the offer price. The lack of requirement for broader shareholder approval due to Apax's majority stake raises questions about the influence of minority shareholders in such transactions, despite the premium offered.
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Thoughtworks stockholders to receive
$4.40 -
Deal price represents a
48% premium to the 30-day VWAP - Unanimously recommended by special committee of the Thoughtworks Board of Directors
“We appreciate the Special Committee’s comprehensive evaluation of the Apax Funds’ offer and are confident that this transaction provides immediate and fair value to Thoughtworks minority stockholders,” said Mike Sutcliff, Thoughtworks’ Chief Executive Officer. “Apax has been a longstanding strategic partner for Thoughtworks. With their continued support, we plan to make the necessary long-term investments and advance our vision of being a stronger, strategic partner for our clients.”
“For 30 years, Thoughtworks has created an extraordinary impact on the world through its culture and technology excellence. We look forward to continuing our partnership with the company in its next chapter of growth,” said Salim Nathoo, Partner at Apax and Non-Executive Director of Thoughtworks.
“We are deeply committed to Thoughtworks’ unique culture, its unwavering focus on technological excellence, and its mission of transforming the world through technology. We believe that it is in the interest of all stakeholders for the Company to return to private ownership to allow the organization to re-focus on growth,” said Rohan Haldea, Partner at Apax and Non-Executive Director of Thoughtworks.
Certain terms, approvals and timing
The transaction is expected to close in the fourth calendar quarter of 2024, subject to the satisfaction of customary closing conditions. The transaction has been approved by an affiliate of the Apax funds, in its capacity as the majority stockholder of Thoughtworks, and no other stockholder approval is required. Upon completion of the transaction, Thoughtworks common stock will no longer be publicly listed on NASDAQ, and Thoughtworks will become a privately held company again. The Apax Funds intend to finance the transaction with fully committed equity financing and the transaction is not subject to any financing condition.
Advisors
Goldman Sachs & Co. LLC is acting as the exclusive financial advisor to Apax. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A. are acting as legal counsel to Apax.
Lazard is acting as financial advisor to the Special Committee. Kramer Levin Naftalis & Frankel LLP and Potter Anderson & Corroon LLP are acting as legal counsel to the Special Committee.
Paul Hastings LLP is acting as legal counsel to Thoughtworks.
Supporting resources:
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About Thoughtworks
Thoughtworks is a global technology consultancy that integrates strategy, design and engineering to drive digital innovation. We are over 10,500 Thoughtworkers strong across 48 offices in 19 countries. For 30 years, we’ve delivered extraordinary impact together with our clients by helping them solve complex business problems with technology as the differentiator.
About Apax Partners
Apax Partners LLP is a leading global private equity advisory firm. For over 50 years, Apax has worked to inspire growth and ideas that transform businesses. The firm has raised and advised funds with aggregate commitments of almost
Cautionary statement regarding forward-looking statements
This communication contains forward-looking statements, including statements regarding the timing and the effects of the proposed acquisition of Thoughtworks by an affiliate of Apax Partners. In addition, other statements in this communication that are not historical facts or information may be forward-looking statements. The forward-looking statements in this communication are based on information available at the time the statements are made and/or management’s belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Thoughtworks’ control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors that could cause such differences include, but are not limited to: (1) risks associated with the consummation of transactions generally, such as the inability to obtain, or delays in obtaining, any required regulatory approvals or other consents; (2) the failure to consummate or delay in (or uncertainty in the timing of) consummating the merger for any reason; (3) the risk that a condition to closing of the merger may not be satisfied; (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (5) the impact and/or the outcome of any legal proceedings that may be instituted following announcement of the proposed merger; failure to retain key management and employees of Thoughtworks; (6) unfavorable reaction to the merger by customers, competitors, suppliers and employees; (7) certain restrictions during the pendency of the proposed merger and proposed transactions that may impact Thoughtworks’ ability to pursue certain business opportunities or strategic transactions; (8) unexpected costs, charges or expenses resulting from the proposed transactions; (9) risks caused by delays in upturns or downturns being reflected in the Thoughtworks’ financial position and results of operations; (10) the failure to obtain the necessary financing arrangements set forth in the equity commitment letter received in connection with the proposed merger; and (11) those additional risks discussed under the heading “Risk Factors” in Thoughtworks’ most recent Annual Report on Form 10-K, most recent Quarterly Reports on Form 10-Q and in other reports and filings with the Securities and Exchange Commission (the “SEC”). All information provided in this communication is as of the date hereof, and Thoughtworks undertakes no duty to update or revise this information unless required by law.
Important additional information and where to find It
Thoughtworks will prepare and file with the SEC an information statement on Schedule 14C and may file or furnish other documents with the SEC regarding the proposed merger, including a transaction statement on Schedule 13E-3. When completed, a definitive information statement will be mailed to Thoughtworks’ stockholders. You may obtain free copies of all documents filed by Thoughtworks with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or from Thoughtworks’ website at https://investors.thoughtworks.com/sec-filings.
Stockholders of Thoughtworks are urged to read all relevant documents regarding the proposed merger filed with the SEC, including the information statement on Schedule 14C and any other relevant documents in their entirety, including the transaction statement on Schedule 13E-3, as well as any amendments or supplements to these documents, carefully when they become available because they will contain important information about proposed transactions.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240804237135/en/
For Thoughtworks
Investor contact:
Rob Muller, Head of Investor Relations
Email: investor-relations@thoughtworks.com
Phone: +1 (312) 373-1000
Media contact:
Linda Horiuchi, Global Head of Public Relations
Email: linda.horiuchi@thoughtworks.com
Phone: +1 (646) 581-2568
For Apax
Katarina Sallerfors, Head of Communications
Email: katarina.sallerfors@apax.com
Phone: +44 7436908492
Source: Thoughtworks
FAQ
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