Qualtrics Agrees To Go Private In $12.5 Bln Cash Deal With Silver Lake, CPP Investments

Qualtrics International Inc. (XM), an experience management software company, Monday announced its agreement to be acquired by technology investor Silver Lake, in partnership with Canada Pension Plan Investment Board or CPP Investments in around $12.5 billion all-cash deal.

Upon the deal closure, Qualtrics's common stock will no longer be listed on any public market, and it will become an independent, privately held company.

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.

Under the deal terms, 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, 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.

Qualtrics's Board of Directors, as well as a Qualtrics committee of independent directors, has approved the sale, which has also been approved by SAP in its capacity as the principal shareholder of Qualtrics.

No other shareholder approval is required. The deal 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.

Qualtrics will continue to be led by Chief Executive Officer Zig Serafin, and the company will remain headquartered in Provo, Utah and Seattle, Washington.

Christian Klein, CEO and Member of the Executive Board of SAP SE, said, "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 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 said the company and SAP intend to maintain a go-to-market and technology partnership to both service existing joint customers and target new customer opportunities.

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