Shares of Thoughtworks Holdings, Inc. (NASDAQ: TWKS) have exhibited notable upward momentum on the US stock charts this morning, following a formal takeover proposal. As of the most recent update during the current-market session, TWKS stock has surged by 25.07%, reaching $4.24.
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Merger Agreement Details
Thoughtworks (TWKS) announced today that it has completed a formal merger agreement. This agreement states that, for $4.40 per share, an affiliate of funds controlled by Apax Partners will purchase all outstanding shares of Thoughtworks’ common stock that it does not already hold. That puts Thoughtworks on a projected total enterprise value is $1.75 billion.
A special committee of Thoughtworks’ Board of Directors, made up completely of independent and disinterested directors, has unanimously authorized the purchase, guided by independent legal and financial advisers. The committee concluded that the transaction is in the best interests of the Company and its unaffiliated investors based on its examination.
The proposed purchase price represents a 30% premium over Thoughtworks’ closing stock price as of August 2, 2024—the last trading day before the announcement—and a 48% premium relative to the volume-weighted average price of Thoughtworks’ stock over the preceding 30 days.
Future Outlook and Transaction Completion
Apax Partners, a long-standing strategic ally of Thoughtworks, is poised to support the company in making crucial long-term investments to enhance its strategic value to clients. The transaction is anticipated to conclude in the fourth calendar quarter of 2024, contingent upon meeting standard closing conditions. Approval has been secured from an affiliate of the Apax funds, which serves as the majority stockholder of Thoughtworks, rendering additional stockholder approval unnecessary.
Upon finalization of the merger, Thoughtworks’ common stock will cease to be publicly traded on NASDAQ, and the company will revert to a privately held status. The Apax Funds plan to finance the acquisition with fully committed equity, with no financing conditions attached.
