Reaches definitive agreement to become an
independent, private company
Positions the pioneer and leader in Experience
Management for its next chapter of growth at scale
Qualtrics shareholders to receive $18.15 per
share in cash, a 73% premium to 30-day unaffected VWAP
Qualtrics (NASDAQ: XM), the leader and pioneer of the experience
management (XM) software category, announced that it has entered
into a definitive agreement to be acquired by Silver Lake, the
global leader in technology investing, in partnership with Canada
Pension Plan Investment Board (CPP Investments), in an all-cash
transaction that values Qualtrics at approximately $12.5
billion.
Silver Lake and its co-investors, together with CPP Investments,
will acquire 100% of the outstanding shares Silver Lake does not
already own, including the entirety of SAP’s majority ownership
interest. Qualtrics will become an independent, privately held
company positioned to drive category-defining innovation and
efficient growth at scale on its path to becoming the next great
enterprise cloud software platform.
Under the terms of the agreement, Qualtrics shareholders,
including SAP, will receive $18.15 per share in cash. This
represents a 73% premium to the 30-day volume-weighted average
price on January 25, 2023, the last full trading day prior to SAP’s
announcement to explore a sale of its stake in Qualtrics, and a 62%
premium relative to the unaffected closing price on January 25,
2023.
Qualtrics will continue to be led by Chief Executive Officer Zig
Serafin, and the company will remain headquartered in Provo, Utah
and Seattle, Washington.
“I couldn’t be more excited for this step in our journey,” said
Ryan Smith, Qualtrics Founder and Executive Chairman. “Silver
Lake’s belief in our vision and their amazing track record of
helping founders and management teams speaks for itself. We look
forward to working together and driving category-defining growth to
build the next great enterprise cloud platform.”
“Qualtrics is becoming central to how businesses make mission
critical customer and employee decisions that increase revenue and
operational efficiency. With our AI-powered platform and automated
actions, we help companies deliver exceptional experiences and
build deep relationships with their customers and employees at
scale,” said Zig Serafin, Chief Executive Officer at Qualtrics. “We
are incredibly excited to partner with the team at Silver Lake, who
deeply understand our business and will help us continue to build a
high performing company, invest in our innovation and expand our
ecosystem to help our customers succeed.”
“We are strong believers in the amazing technology platform that
Ryan, Zig and their phenomenal engineering and sales teams are
building, and we’re thrilled to support the continued efficient
growth of Qualtrics into a generational, highly profitable platform
company by enabling further investment across all aspects of the
business, including areas such as AI and other powerful new
technologies,” said Egon Durban, Co-CEO of Silver Lake. “This is a
landmark transaction for Silver Lake, reflecting our confidence in
the team and their vision. As they shape and continue to grow the
next great enterprise software platform, they are the kind of
leaders we have been most excited to partner with over many years
of technology investing.”
“Silver Lake has both the operational expertise and the track
record with software companies to help Qualtrics extend its
leadership in the XM category it pioneered,” said Christian Klein,
CEO and Member of the Executive Board of SAP SE. “Since we acquired
Qualtrics in 2019 the company has more than tripled its revenue
while delivering profitability. SAP intends to remain a close
go-to-market and technology partner, servicing joint customers and
continuing to contribute to Qualtrics’s success. The number of
companies and brands using Qualtrics software has risen from 10,000
at the time of SAP’s purchase to over 18,000 today.”
“We would like to thank SAP for their stewardship of Qualtrics
over the past four years,” said Kyle Paster, Managing Director at
Silver Lake. “We are pleased to be joined by a high quality
investor and bank group in supporting Ryan, Zig and the rest of the
Qualtrics team with a low leverage capital structure designed to
fuel the company’s next stage of growth, broadening the power of
the Qualtrics technology platform.”
“This is a unique opportunity to invest in a category creator
led by a strong management team that is shaping a rapidly growing
market,” said Hafiz Lalani, Managing Director and Head of Direct
Private Equity at CPP Investments. “We look forward to supporting
the team in driving continued innovation as they help clients
re-define their customer and employee experiences around the
world.”
Transaction Details
The transaction is fully financed by equity commitments from
Silver Lake and co-investors together with $1.75 billion in equity
from CPP Investments and $1 billion in debt.
Qualtrics’s Board of Directors, as well as a Qualtrics committee
of independent directors, has approved the transaction, which has
also been approved by SAP in its capacity as the principal
shareholder of Qualtrics. No other shareholder approval is
required. The transaction is expected to close in the second half
of 2023, subject to the satisfaction of customary closing
conditions, including the receipt of the requisite regulatory
approvals.
Upon completion of the transaction, Qualtrics’s common stock
will no longer be listed on any public market.
Qualtrics and SAP intend to maintain a go-to-market and
technology partnership to both service existing joint customers and
target new customer opportunities.
For further information regarding all terms and conditions
contained in the definitive merger agreement, please see
Qualtrics’s Current Report on Form 8-K, which will be filed in
connection with this transaction.
Advisors
Morgan Stanley & Co. LLC acted as financial advisor to
Qualtrics, and Goodwin Procter LLP acted as legal advisor.
Barclays Capital Inc. acted as financial advisor to SAP SE, and
Shearman & Sterling LLP acted as legal advisor.
Goldman Sachs & Co. LLC acted as financial advisor to a
Qualtrics committee of independent directors and Freshfields
Bruckhaus Deringer US LLP acted as legal advisor.
J.P. Morgan acted as financial advisor and Latham & Watkins
LLP and Simpson Thacher & Bartlett LLP acted as legal advisors,
with regard to the transaction and to the debt financing,
respectively, to Silver Lake.
About Qualtrics
Qualtrics, the leader and creator of the experience management
category, is a cloud-native software provider that helps
organizations quickly identify and resolve points of friction
across all digital and human touchpoints in their business – so
they can retain their best customers and employees, protect their
revenue, and drive profitability. More than 18,750 organizations
around the world use Qualtrics’s advanced AI to listen, understand,
and take action. Qualtrics uses its vast universe of experience
data to form the largest database of human sentiment in the world.
Qualtrics is co-headquartered in Provo, Utah and Seattle, and
operates out of 28 offices globally. To learn more, please visit
Qualtrics.com.
About Silver Lake
Silver Lake is a global technology investment firm, with more
than $92 billion in combined assets under management and committed
capital and a team of professionals based in North America, Europe
and Asia. Silver Lake’s portfolio companies collectively generate
more than $272 billion of revenue annually and employ approximately
681,000 people globally.
About CPP Investments
Canada Pension Plan Investment Board (CPP Investments™) is a
professional investment management organization that manages the
Fund in the best interest of the 21 million contributors and
beneficiaries of the Canada Pension Plan. In order to build
diversified portfolios of assets, investments are made around the
world in public equities, private equities, real estate,
infrastructure and fixed income. Headquartered in Toronto, with
offices in Hong Kong, London, Luxembourg, Mumbai, New York City,
San Francisco, São Paulo and Sydney, CPP Investments is governed
and managed independently of the Canada Pension Plan and at arm’s
length from governments. At December 31, 2022, the Fund totaled
$536 billion. For more information, please visit
www.cppinvestments.com or follow us on LinkedIn, Facebook or
Twitter.
About SAP
SAP’s strategy is to help every business run as an intelligent,
sustainable enterprise. As a market leader in enterprise
application software, we help companies of all sizes and in all
industries run at their best: SAP customers generate 87% of total
global commerce. Our machine learning, Internet of Things (IoT),
and advanced analytics technologies help turn customers’ businesses
into intelligent enterprises. SAP helps give people and
organizations deep business insight and fosters collaboration that
helps them stay ahead of their competition. We simplify technology
for companies so they can consume our software the way they want –
without disruption. Our end-to-end suite of applications and
services enables business and public customers across 25 industries
globally to operate profitably, adapt continuously, and make a
difference. With a global network of customers, partners,
employees, and thought leaders, SAP helps the world run better and
improve people’s lives. For more information, visit
www.sap.com.
Forward-Looking Statements
This press release may contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. In some cases, you can identify forward-looking statements
by terms such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “project,” “will,” “would,”
“should,” “could,” “can,” “predict,” “potential,” “target,”
“explore,” “continue,” or the negative of these terms, and similar
expressions intended to identify forward-looking statements.
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to
numerous uncertainties and risks, including factors beyond our
control, that could cause actual results, performance or outcomes
to differ materially from those anticipated or implied in the
statements. Important factors that could cause actual outcomes or
results to differ materially from the forward-looking statements
include, but are not limited to, (a) the ability of the parties to
consummate the Merger in a timely manner or at all; (b) the
satisfaction (or waiver) of closing conditions to the consummation
of the Merger; (c) potential delays in consummating the Merger; (d)
the ability of the Company to timely and successfully achieve the
anticipated benefits of the Merger; (e) the occurrence of any
event, change or other circumstance or condition that could give
rise to the termination of the Merger Agreement; (f) the Company’s
ability to implement its business strategy; (g) significant
transaction costs associated with the Merger; (h) potential
litigation relating to the Merger; (i) the risk that disruptions
from the Merger will harm the Company’s business, including current
plans and operations; (j) the ability of the Company to retain and
hire key personnel; (k) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the proposed Merger; (l) legislative, regulatory and
economic developments affecting the Company’s business; (m) general
economic and market developments and conditions; (n) the evolving
legal, regulatory and tax regimes under which the Company operates;
(o) potential business uncertainty, including changes to existing
business relationships, during the pendency of the Merger that
could affect the Company’s financial performance; (p) restrictions
during the pendency of the Merger that may impact the Company’s
ability to pursue certain business opportunities or strategic
transactions; and (q) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or
outbreak of war or hostilities, as well as the Company’s response
to any of the aforementioned factors. These risks, as well as other
risks associated with the proposed transaction, are more fully
discussed in the Information Statement to be filed with the SEC in
connection with the proposed transaction. While the list of factors
presented here is, and the list of factors presented in the
Information Statement will be, considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward
looking statements. Consequences of material differences in results
as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on the Company’s financial condition, results of
operations, or liquidity. The Company does not assume any
obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change,
except as otherwise required by securities and other applicable
laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20230312005067/en/
Qualtrics
Gina Sheibley Chief Communications Officer
press@qualtrics.com
Rodney Nelson Head of Investor Relations
investors@qualtrics.com
Silver Lake
Matt Benson Managing Director and Head of Communications
matthew.benson@silverlake.com +1 212 401 6055
Jennifer Stroud jennifer.stroud@edelmansmithfield.com +1 646 565
1792
CPP Investments Asher Levine Managing Director, Global
Corporate Communications media@cppib.com
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