Coupa Shareholders to Receive $81 Per Share in Cash
Represents a 77% Premium to the Unaffected
Stock Price
SAN MATEO, Calif., Dec. 12, 2022 /PRNewswire/ -- Coupa Software
(NASDAQ: COUP), a leader in Business Spend Management (BSM), today
announced that it has entered into a definitive agreement to be
acquired by Thoma Bravo, a leading software investment firm. This
is an all-cash transaction with an enterprise value of $8.0 billion. Upon completion of the transaction,
Coupa will become a privately held company.
The transaction includes a significant minority investment from
a wholly owned subsidiary of the Abu Dhabi Investment Authority
(ADIA). Under the terms of the agreement, Coupa shareholders will
receive $81.00 per share in cash,
which represents a 77% premium to Coupa's closing stock price on
November 22, 2022, the last full
trading day prior to media reports regarding a possible sale
transaction involving the company. The transaction consideration
also represents a premium of approximately 64% to the volume
weighted average closing price of Coupa stock for the 30 trading
days ending on November 22, 2022.
"For more than a decade, we've been building an incredible
Business Spend Management Community and have proudly cemented our
position as the market-leading platform in our category. We're
looking forward to partnering with Thoma Bravo and accelerating our
vision to digitally transform the Office of the CFO," said
Rob Bernshteyn, chairman and chief
executive officer at Coupa. "While our ownership may change, our
values do not. Every one of us at Coupa will continue to put our
customers at the center of everything we do and help them maximize
the value of every dollar they spend."
"This transaction is the result of a deliberate and thoughtful
process that included engagement with both strategic and financial
parties," said Roger Siboni, Coupa's
lead independent director. "The Board evaluated the transaction
against the company's standalone prospects in the current
macroeconomic climate and determined that the compelling and
certain cash consideration in the transaction provides superior
risk-adjusted value relative to the Company's standalone prospects.
The Board is unanimous in its belief this transaction is the
optimal path forward and in the best interest of our
shareholders."
"Coupa has created and led the large and growing Business Spend
Management category. We've followed the company's success for many
years and have been impressed by its consistent track record of
delivering high levels of value for its global customer base," said
Holden Spaht, a Managing Partner at
Thoma Bravo. "We look forward to partnering with Rob and the rest
of the management team to keep investing in the company's product
strategy while driving growth both organically and through
M&A."
"We couldn't be more excited to partner with the talented Coupa
team to keep building on the incredible franchise they've created
in the Business Spend Management space," said Brian Jaffee, a Partner at Thoma Bravo. "Our
shared vision, combined with Thoma Bravo's strategic and
operational expertise, will enable Coupa to continue driving
innovation, better serve its customers and accelerate important
growth initiatives during this next chapter as a private
company."
Approvals and Timing
The transaction, which was approved unanimously by the Coupa
Board of Directors, is expected to close in the first half of 2023,
subject to customary closing conditions, including approval by
Coupa shareholders and the receipt of required regulatory
approvals. The transaction is not subject to a financing
condition.
Upon completion of the transaction, Coupa's common stock will no
longer be listed on any public market. The company will continue to
operate under the Coupa name and brand.
Third Quarter 2023 Financial Results
In a separate press release, Coupa today announced its third
quarter fiscal year 2023 financial results. The press release is
available on the Investor Relations section of the Company's
website. In light of the announced transaction with Thoma Bravo,
Coupa has cancelled its earnings conference call previously
scheduled for 1:30 p.m. PT /
4:30 p.m. ET this afternoon,
December 12, 2022.
Advisors
Qatalyst Partners LP is serving as financial advisor to Coupa
and Freshfields Bruckhaus Deringer LLP is serving as the company's
legal advisor.
Goldman Sachs & Co. LLC and Piper
Sandler acted as financial advisors and Kirkland & Ellis
LLP acted as legal advisor to Thoma Bravo.
About Coupa Software
Coupa is the cloud-based Business Spend Management (BSM)
platform that unifies processes across supply chain, procurement,
and finance functions. Coupa empowers organizations around the
world to maximize value and operationalize purpose through their
business spend. Learn more at Coupa.com and follow us on LinkedIn
and Twitter.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the
world, with more than $120 billion in
assets under management as of September 30,
2022. The firm invests in growth-oriented, innovative
companies operating in the software and technology sectors.
Leveraging the firm's deep sector expertise and proven strategic
and operational capabilities, Thoma Bravo collaborates with its
portfolio companies to implement operating best practices, drive
growth initiatives and make accretive acquisitions intended to
accelerate revenue and earnings. Over the past 20 years, the firm
has acquired or invested in more than 420 companies representing
over $235 billion in enterprise
value.1 The firm has offices in Chicago, Miami and San
Francisco. For more information, visit
www.thomabravo.com.
1 Includes control and non-control investments.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed transaction, Coupa will file
with the SEC and mail or otherwise provide to its stockholders a
proxy statement regarding the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, COUPA'S STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Investors and security holders may obtain a free
copy of the proxy statement and other documents that Coupa files
with the SEC (when available) from the SEC's website at www.sec.gov
and Coupa's website at investors.coupa.com. In addition, the proxy
statement and other documents filed by Coupa with the SEC (when
available) may be obtained from Coupa free of charge by directing a
request to Coupa's Investor Relations at ir@coupa.com.
Participants in the Solicitation
Coupa and certain of its directors, executive officers and
employees may be considered to be participants in the solicitation
of proxies from Coupa's stockholders in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the stockholders of Coupa in connection with the
proposed transaction, including a description of their respective
direct or indirect interests, by security holdings or otherwise
will be included in the proxy statement when it is filed with the
SEC. You may also find additional information about Coupa's
directors and executive officers in Coupa's proxy statement for its
2022 Annual Meeting of Stockholders, which was filed with the SEC
on April 11, 2022. You can
obtain a free copy of this document from Coupa using the contact
information above.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements which
involve substantial risks and uncertainties and are based on our
beliefs and assumptions and on information currently available to
us. All statements other than statements of historical facts
contained in this press release, including statements regarding the
proposed transaction, are forward-looking statements. These
forward-looking statements are subject to the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. In some cases, you can identify forward-looking statements
because they contain words such as "anticipate," "believe,"
"could," "estimate," "expect," "intend," "may," "plan,"
"potential," "predict," "project," "should," "will," or "would," or
the negative of these words or other similar terms or expressions.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Forward-looking statements
represent our current beliefs, estimates and assumptions only as of
the date of this press release and information contained in this
press release should not be relied upon as representing our
estimates as of any subsequent date.
These statements, and related risks, uncertainties, factors and
assumptions, include, but are not limited to: the impact of actions
and behaviors of customers, vendors and competitors; technological
developments, as well as legal and regulatory rules and processes
affecting Coupa's business; the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of
the proposed transaction that could delay the consummation of the
proposed transaction or cause the parties to abandon the proposed
transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement entered into pursuant to the proposed transaction; the
possibility that Coupa stockholders may not approve the proposed
transaction; the risk that the parties to the merger agreement may
not be able to satisfy the conditions to the proposed transaction
in a timely manner or at all; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of Coupa's common stock; the risk of any unexpected costs or
expenses resulting from the proposed transaction; the risk of any
litigation relating to the proposed transaction; and the risk that
the proposed transaction and its announcement could have an adverse
effect on the ability of Coupa to retain and hire key personnel and
to maintain relationships with customers, vendors, partners,
employees, stockholders and other business relationships and on its
operating results and business generally.
Further information on factors that could cause actual results
to differ materially from the results anticipated by Coupa's
forward-looking statements is included in the reports Coupa has
filed or will file with the SEC, including Coupa's Annual Report on
Form 10-K for the fiscal year ended January
31, 2021, and Coupa's Quarterly Report on Form 10-Q for the
quarter ended October 31, 2022. These
filings, when available, are available on the investor relations
section of the Company's website at investors.coupa.com or on the
SEC's website at www.sec.gov.
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SOURCE Coupa Software