- Thoughtworks stockholders to receive $4.40 per share in
cash
- Deal price represents a 48% premium to the 30-day VWAP
- Unanimously recommended by special committee of the
Thoughtworks Board of Directors
Thoughtworks (NASDAQ: TWKS), a global technology consultancy
that integrates strategy, design and engineering, today announced
that it has entered into a definitive merger agreement pursuant to
which an affiliate of funds advised by Apax Partners LLP (“Apax”
and such funds, the “Apax Funds”) will purchase all of the
outstanding shares of Thoughtworks common stock that they do not
already own, for $4.40 per share, which implies a total enterprise
value of approximately $1.75 billion for Thoughtworks. A special
committee (the “Special Committee”) of the Board of Directors of
Thoughtworks (the “Board”), composed entirely of independent and
disinterested directors and advised by its own independent legal
and financial advisors, unanimously recommended that the Board
approve the transaction and determined it was in the best interests
of the Company and its stockholders that are not affiliated with
Apax. Acting upon the recommendation of the Special Committee, the
Board subsequently [unanimously] approved the transaction. The
purchase price represents a 30% premium to Thoughtworks’ closing
stock price on August 2, 2024, the last full trading day prior to
the transaction announcement, and a premium of approximately 48%
over the volume weighted average price of Thoughtworks’ stock for
the 30 days ending August 2, 2024.
“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:
- Keep up with Thoughtworks news by visiting the company’s
website.
- Follow us on X, LinkedIn and YouTube.
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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 $80 billion. The Apax
Funds invest in companies across four global sectors of Tech,
Services, Healthcare and Internet/Consumer. These funds provide
long-term equity financing to build and strengthen world-class
companies. For further information about Apax, please visit
www.apax.com. Apax is authorised and regulated by the Financial
Conduct Authority in the UK.
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
Thoughtworks (NASDAQ:TWKS)
過去 株価チャート
から 10 2024 まで 11 2024
Thoughtworks (NASDAQ:TWKS)
過去 株価チャート
から 11 2023 まで 11 2024
