August 27, 2025 | Technology | North America | Active
On 21-Aug-25, tech-focused private equity firm Thoma Bravo announced one of its largest take-private buyout to date, agreeing to acquire human resource software provider Dayforce for $12.3bn, including debt. The financial sponsor is offering $70.00 per share, representing a 32.4% takeover premium over Dayforce’s undisturbed price on 15-Aug-25, before news of deal talks surfaced in the media. The transaction, which has been approved by the Dayforce board, will also include a “significant minority investment” from the Abu Dhabi Investment Authority (ADIA). Conditions to closing include approvals from Dayforce shareholders (50%) and regulatory clearances. These have been named to include antitrust approvals in the US and Canada, approval from the Office of the Comptroller of the Currency (OCC), and foreign investment reviews, including from CFIUS. The HSR notification and a filing with the Canadian Competition Bureau (CCB) are expected within 20 business days (by 18-Sep-25), while the OCC application will be submitted by 25-Sep-25. A preliminary proxy is also expected to be filed within 20 business days, by 18-Sep-25. The merger agreement contains standard language on representations, warranties, covenants, and MAC, with carve-outs for force majeure events such as war and pandemic. Dayforce is bound by non-solicitation provisions, subject to customary fiduciary-out exemptions. The “reasonable best efforts” clause also appears standard, with both parties agreeing to take all necessary actions to consummate the deal, subject to a burdensome condition that prevents either company from offering a remedy that would result in a “material adverse effect” on the business of Dayforce, Thoma Bravo, or any of the acquirer’s portfolio companies. The companies expect the deal to ...
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