SAN
MATEO, Calif., Feb. 28,
2023 /PRNewswire/ -- Coupa Software, a leader in
Business Spend Management (BSM), today announced the completion of
its acquisition by Thoma Bravo, a leading software investment firm,
in an all-cash transaction valued at approximately $8.0 billion. The transaction includes a
significant minority investment from a wholly owned subsidiary of
the Abu Dhabi Investment Authority (ADIA). The agreement to be
acquired was previously announced on December 12, 2022, and approved by Coupa
stockholders at Coupa's Special Meeting of Stockholders held on
February 23, 2023.
With the completion of the transaction, Coupa stockholders are
entitled to receive $81.00 per share
in cash for each share of Coupa common stock they owned. Coupa's
common stock has ceased trading and will be delisted from
Nasdaq.
"This is an important milestone for Coupa, underscoring our
market-leading position and the value we're co-creating with our
customer community," said Rob
Bernshteyn, Chairman and CEO at Coupa. "Thoma Bravo shares
our vision and brings strategic and operational expertise. This
move is an opportunity for us to strengthen our business
fundamentals and continue delivering leading-edge innovation on our
platform."
"Coupa created the Business Spend Management category and is
well-positioned to capitalize on this large and expanding global
market," said Holden Spaht, a
Managing Partner at Thoma Bravo. "Our partnership with Coupa will
leverage Thoma Bravo's deep software expertise to help accelerate
growth, drive continued investment in product innovation, and
better serve the company's world-class customer community. We look
forward to building on Coupa's strong track record of success."
"We've followed Coupa with high admiration for many years and
are excited to close this transaction and partner with such an
incredible software franchise," said Brian
Jaffee, a Partner at Thoma Bravo. "Coupa's BSM platform and
community are highly unique and poised for continued growth both
organically and through M&A, and we are thrilled to support
Coupa on its mission to digitally transform the Office of the
CFO."
Advisors
Qatalyst Partners LP served as financial advisor to Coupa and
Freshfields Bruckhaus Deringer LLP served as the company's legal
advisor.
Goldman Sachs & Co. LLC and Piper
Sandler acted as financial advisors to Thoma Bravo and
Kirkland & Ellis LLP acted as legal advisor to the firm.
About Coupa Software
Coupa is the cloud-based Business Spend Management (BSM)
platform that unifies processes across supply chain, procurement,
and finance functions. Coupa empowers organizations around the
world to maximize value and operationalize purpose through their
business spend. Learn more at Coupa.com and follow us on LinkedIn
and Twitter.
About Thoma Bravo
Thoma Bravo is one of the largest software investors in the
world, with more than $120 billion in
assets under management as of September 30,
2022. Through its private equity, growth equity and credit
strategies, the firm invests in growth-oriented, innovative
companies operating in the software and technology sectors.
Leveraging Thoma Bravo's deep sector expertise and strategic and
operational capabilities, the firm collaborates with its portfolio
companies to implement operating best practices and drive growth
initiatives. Over the past 20 years, the firm has acquired or
invested in more than 420 companies representing over $235 billion in enterprise value.1 The
firm has offices in Chicago,
London, Miami and San
Francisco. For more information, visit Thoma Bravo's website
at thomabravo.com and Twitter @ThomaBravo.
1 Includes control and non-control investments.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements which involve substantial risks and uncertainties and
are based on our beliefs and assumptions and on information
currently available to us. All statements other than statements of
historical facts contained in this press release, including
statements regarding the potential benefits of the transaction, its
business and industry, management's beliefs and certain assumptions
made by Coupa and Thoma Bravo, and the decision of the South
African competition authorities and implementation of the
transaction in South Africa, are
forward-looking statements. These forward-looking statements are
subject to the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements because they contain words such as
"anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "plan," "potential," "predict," "project," "should," "will,"
or "would," or the negative of these words or other similar terms
or expressions.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Forward-looking statements
represent our current beliefs, estimates and assumptions only as of
the date of this press release and information contained in this
press release should not be relied upon as representing our
estimates as of any subsequent date. These statements, and related
risks, uncertainties, factors and assumptions, include, but are not
limited to: the impact of actions and behaviors of customers,
vendors and competitors; technological developments, as well as
legal and regulatory rules and processes affecting the company's
business; effects of geopolitical, economic and market conditions,
including heightened inflation, slower growth or recession, changes
to fiscal and monetary policy, higher interest rates, currency
fluctuations, challenges in the supply chain and any disruptions in
European economies as a result of the conflict in Ukraine; the risk of any unexpected costs or
expenses resulting from the transaction; the risk of any litigation
relating to the transaction; and the risk that the transaction
could have an adverse effect on the ability of the company to
retain and hire key personnel and to maintain relationships with
customers, vendors, partners, employees, stockholders and other
business relationships and on its operating results and business
generally. These risks, as well as other risks associated with
the transaction, are more fully discussed in the definitive proxy
statement filed with the Securities and Exchange Commission in
connection with the transaction. While the list of factors
presented here is, and the list of factors presented in the
definitive proxy statement are considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on Coupa's financial condition, results of
operations or liquidity. Coupa does not assume any obligation to
publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
The transaction has not been implemented in South Africa as the South African competition
authorities are still conducting their review and the transaction
will not be implemented in South
Africa until the South African competition authorities have
issued a decision. At this stage, the parties' South African
businesses and their business activities associated with
South Africa have been ring-fenced
and held separate, pending competition approval in South Africa. A decision is expected
imminently.
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SOURCE Coupa Software
