WEX Announces Final Results of Tender Offer

Rhea-AI Summary

WEX Inc (NYSE: WEX) has completed its modified 'Dutch auction' tender offer, successfully purchasing 4,870,130 shares at $154.00 per share. The tender offer, which expired on March 25, 2025, resulted in a total purchase of approximately $750 million worth of shares, representing about 12.5% of WEX's outstanding shares.

The final count showed that 4,891,736 shares were validly tendered, leading to a proration factor of approximately 99.55% due to oversubscription. The company accepted all valid 'odd lot' tenders in full, while conditional tenders that didn't meet conditions were automatically withdrawn. The depositary, Equiniti Trust Company, , will process payments for accepted shares and return unaccepted tendered shares.

Positive

• Significant share repurchase program worth $750 million demonstrates strong financial position
• High participation rate with 99.55% proration factor indicates strong shareholder confidence
• 12.5% reduction in outstanding shares likely to increase earnings per share for remaining shareholders

Negative

• Substantial cash outlay of $750 million reduces company's available capital for operations and growth
• Reduction in float may potentially impact stock liquidity

Insights

Financial Analyst

WEX's completed $750 million share repurchase via a modified Dutch auction represents a significant capital allocation decision with substantial implications for shareholders. The company acquired 4,870,130 shares at $154.00 per share, representing approximately 12.5% of its outstanding shares.

This transaction materially alters WEX's capital structure and will likely be accretive to earnings per share, as the reduced share count should mathematically increase EPS assuming stable or growing earnings. For perspective, the repurchase represents about 12.2% of WEX's current $6.16 billion market capitalization.

The nearly complete subscription with a 99.55% proration factor indicates strong shareholder interest in the tender offer. The purchase price essentially matched the current market price, suggesting management views this as an efficient capital return strategy rather than an aggressive bet on extreme undervaluation.

For shareholders who did not tender their shares, this transaction increases their proportional ownership in the company. The decision to deploy such substantial capital for share repurchases rather than alternative uses (dividends, acquisitions, or internal investments) signals management's confidence in WEX's intrinsic value and current market position.

This substantial share count reduction creates a more concentrated ownership structure and potentially improves key per-share metrics that drive shareholder returns over time.

WEX Acquires 4,870,130 Shares at $154.00 Per Share

PORTLAND, Maine--(BUSINESS WIRE)-- WEX Inc. (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today announced the final results of its modified “Dutch auction” tender offer, which expired at one minute after 11:59 p.m., New York City time, on Tuesday, March 25, 2025.

Based on the final count by Equiniti Trust Company, LLC, the depositary for the tender offer, a total of 4,891,736 shares of WEX’s common stock, par value $0.01 per share (each share of WEX’s common stock, a “Share,” and collectively, the “Shares”), were validly tendered and not validly withdrawn at or below the final purchase price of $154.00 per Share.

In accordance with the terms and conditions of the tender offer, WEX accepted for purchase a total of 4,870,130 Shares, representing approximately 12.5% of the Shares issued and outstanding as of March 25, 2025, at the final purchase price of $154.00 per share, for an aggregate purchase price of approximately $750,000,000.00, excluding fees and expenses relating to the tender offer.

Because the number of Shares tendered at or below the final purchase price of $154.00 per Share would have exceeded the aggregate purchase price of the tender offer, Shares were accepted for purchase on a pro rata basis, except for tenders of “odd lots,” which were accepted in full, and conditional tenders that were automatically regarded as withdrawn because the condition was not satisfied. WEX has been informed by the depositary that the final proration factor for the tender offer is approximately 99.55%. The depositary will promptly pay for all the Shares accepted for purchase pursuant to the tender offer and will return all other Shares tendered and not purchased.

About WEX

WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. Through its rich data and specialized expertise in simplifying benefits, reimagining mobility and paying and getting paid, WEX aims to make it easy for companies to overcome complexity and reach their full potential. For more information, please visit www.wexinc.com.

Forward Looking Statements

This press release contains forward-looking statements including, but not limited to, statements regarding the results of WEX’s modified Dutch auction tender offer. Any statements in this press release that are not statements of historical facts are forward-looking statements. When used in this press release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “positions,” “confidence,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations, and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements, including with respect to the modified Dutch tender offer; as well as other risks and uncertainties identified in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 20, 2025 and subsequent filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this press release and undue reliance should not be placed on these statements. WEX disclaims any obligation to update any forward-looking statements as a result of new information, future events, or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250331475426/en/

News media:

WEX

Megan Zaroda, 610-379-6211

Megan.Zaroda@wexinc.com

Investor:

WEX

Steve Elder, 207-523-7769

Steve.Elder@wexinc.com

Source: WEX

FAQ

How many shares did WEX purchase in its tender offer?

WEX purchased 4,870,130 shares, representing approximately 12.5% of its outstanding shares.

What was the final purchase price per share in WEX's Dutch auction tender offer?

The final purchase price was $154.00 per share.

What was the total value of WEX's tender offer in March 2025?

The total value was approximately $750 million, excluding fees and expenses.

What was the proration factor for WEX's 2025 tender offer?

The final proration factor was approximately 99.55% due to oversubscription.

When did WEX's Dutch auction tender offer expire?

The tender offer expired at one minute after 11:59 p.m., New York City time, on Tuesday, March 25, 2025.