Thoma Bravo snags Coupa for $8B regardless of activist strain to carry off for larger value • TechCrunch

When information surfaced final week that activist buyers had been taking the bizarre step of pressuring Coupa Software program to not promote for lower than $95 a share, it bought our consideration. You don’t usually see buyers sending a letter asking an organization to carry off on a sale. It’s sometimes the alternative.

However at this time, the corporate introduced that Thoma Bravo was buying it for $8 billion. That works out to $81 a share, which nonetheless represents a 77% premium for shareholders, however effectively under what HMI Capital was asking for in a letter made public earlier this month.

The letter believed revealed rumors that one other personal fairness firm, Vista Fairness Companions, was within the hunt to purchase it, however in the long run, Thoma Bravo was the customer together with a completely owned subsidiary of the Abu Dhabi Funding Authority (ADIA) additionally taking part within the deal as a minority investor. Thoma Bravo has a protracted historical past of buying mature enterprise software program firms and taking them personal.

Coupa, which makes spend administration software program for giant companies, has been having a tough 12 months within the inventory market, like many SaaS firms, feeling the wrath of buyers in search of revenue over development. The corporate’s inventory value was down 64% year-to-date and was down over 2.5% in pre-trading, suggesting that maybe buyers aren’t pleased with the deal.

Firm CEO Rob Bernshteyn put a contented face on the deal as you’ll count on, saying that prospects can count on the same stage of service, no matter who the proprietor is signing the checks.

Roger Siboni, Coupa’s lead unbiased director stated that the corporate took into consideration the present financial local weather and determined it was a deal price taking. “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 offers 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 most effective curiosity of our shareholders,” he stated in a press release.

Whereas the board of administrators has unanimously agreed to the phrases, it must be fascinating to see if the shareholders are as pleasant to the deal once they meet early subsequent 12 months. It could appear that HMI Capital, which owns 4.8% of the Coupa inventory, will lead the cost in opposition to the deal if the letter the agency revealed is any indication of its emotions concerning the firm being undervalued at this value.

Ought to the deal go muster with stockholders and regulators, it’s anticipated to shut within the first half of 2023. Surprisingly, given HMI’s letter, there is no such thing as a go-shop provision with this deal, which might permit Coupa to maintain in search of a greater deal.