Coupa Software program (NASDAQ: COUP), a pacesetter in Enterprise Spend Administration (BSM), as we speak introduced that it has entered right into a definitive settlement to be acquired by Thoma Bravo, a number one software program funding agency.
The transaction features a vital minority funding from an entirely owned subsidiary of the Abu Dhabi Funding Authority (ADIA). Beneath the phrases of the settlement, Coupa shareholders will obtain $81.00 per share in money, which represents a 77% premium to Coupa’s closing inventory worth on November 22, 2022, the final full buying and selling day previous to media experiences relating to a attainable sale transaction involving the corporate. The transaction consideration additionally represents a premium of roughly 64% to the amount weighted common closing worth of Coupa inventory for the 30 buying and selling days ending on November 22, 2022.
“For greater than a decade, we have been constructing an unimaginable Enterprise Spend Administration Group and have proudly cemented our place because the market-leading platform in our class. We’re trying ahead to partnering with Thoma Bravo and accelerating our imaginative and prescient to digitally rework the Workplace of the CFO,” stated Rob Bernshteyn, chairman and chief govt officer at Coupa. “Whereas our possession could change, our values don’t. Each considered one of us at Coupa will proceed to place our prospects on the middle of all the things we do and assist them maximize the worth of each greenback they spend.”
“This transaction is the results of a deliberate and considerate course of that included engagement with each strategic and monetary events,” stated Roger Siboni, Coupa’s lead impartial director. “The Board evaluated the transaction in opposition to the corporate’s standalone prospects within the present macroeconomic local weather and decided that the compelling and sure money consideration within the transaction gives superior risk-adjusted worth relative to the Firm’s standalone prospects. The Board is unanimous in its perception this transaction is the optimum path ahead and in the perfect curiosity of our shareholders.”
“Coupa has created and led the massive and rising Enterprise Spend Administration class. We have adopted the corporate’s success for a few years and have been impressed by its constant monitor document of delivering excessive ranges of worth for its world buyer base,” stated Holden Spaht, a Managing Associate at Thoma Bravo. “We look ahead to partnering with Rob and the remainder of the administration crew to maintain investing within the firm’s product technique whereas driving development each organically and thru M&A.”
“We could not be extra excited to companion with the proficient Coupa crew to maintain constructing on the unimaginable franchise they’ve created within the Enterprise Spend Administration house,” stated Brian Jaffee, a Associate at Thoma Bravo. “Our shared imaginative and prescient, mixed with Thoma Bravo’s strategic and operational experience, will allow Coupa to proceed driving innovation, higher serve its prospects and speed up vital development initiatives throughout this subsequent chapter as a non-public firm.”
Approvals and Timing
The transaction, which was authorised unanimously by the Coupa Board of Administrators, is predicted to shut within the first half of 2023, topic to customary closing situations, together with approval by Coupa shareholders and the receipt of required regulatory approvals. The transaction isn’t topic to a financing situation.
Upon completion of the transaction, Coupa’s frequent inventory will not be listed on any public market. The corporate will proceed to function beneath the Coupa title and model.
Third Quarter 2023 Monetary Outcomes
In a separate press launch, Coupa as we speak introduced its third quarter fiscal 12 months 2023 monetary outcomes. The press launch is offered on the Investor Relations part of the Firm’s web site. In gentle of the introduced transaction with Thoma Bravo, Coupa has cancelled its earnings convention name beforehand scheduled for 1:30 p.m. PT / 4:30 p.m. ET this afternoon, December 12, 2022.
Qatalyst Companions LP is serving as monetary advisor to Coupa and Freshfields Bruckhaus Deringer LLP is serving as the corporate’s authorized advisor.
Goldman Sachs & Co. LLC and Piper Sandler acted as monetary advisors and Kirkland & Ellis LLP acted as authorized advisor to Thoma Bravo.