December 30, 2025 | Technology | North America | Active
IBM has agreed a $11bn acquisition of data infrastructure company Confluent to accelerate its cloud-computing offerings amid a rising demand for AI solutions. The offer consideration is $31 cash per Confluent share, implying a 34.0% one-day premium and a 49.5% premium over the target’s undisturbed price on 7-Oct-25, before Reuters reported that Confluent was exploring a sale. The transaction has been approved by IBM’s board and is unanimously approved by Confluent’s board and its independent special committee. The takeover requires approval from Confluent shareholders (50%), but an IBM vote is not needed. Confluent’s largest shareholders, collectively holding 62% of the voting power, have entered into a voting agreement, and the merger does not require a “majority of minority” vote. Of note, Confluent has unlisted Class B shares that carry 10 votes per share (versus 1 vote per share at the listed A shares), and its Class B shares are exclusively held by the company’s founders and a group of current and former executives. If Confluent’s board changes its recommendation or fails to recommend the deal, the voting agreement requires the supporting shareholders to vote an aggregate 35% of the voting power: “In the event of an Adverse Recommendation Change made in compliance with the Merger Agreement (i) the obligations of each Stockholder… shall be modified such that such obligations shall only bind such Stockholder… in the aggregate represent 35% of the total voting power of the outstanding Shares entitled to vote… and (ii) each Stockholder shall remain free to vote the remaining Shares… in any manner the Stockholder deems appropriate.” The deal is also subject to regulatory approvals, including HSR, and antitrust and foreign investment clearances from unspecified foreign jurisdictions. A preliminary proxy was ...
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