Thoughtworks to be taken private by Apax Partners in $1.75B transaction

Thoughtworks announced that it has entered into a definitive merger agreement pursuant to which an affiliate of funds advised by Apax Partners 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 $1.75B for Thoughtworks. A special committee of the board of directors of Thoughtworks, 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 approved the transaction. The purchase price represents a 30% premium to Thoughtworks’ closing stock price on August 2, 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. 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.