Thoughtworks Holding, Inc.: M&A transaction — Thoughtworks completes $1.75B go-private acquisition by Apax Funds; shares to be delisted

Thoughtworks Holding, Inc.

Stockholders receive $4.40/share in cash; 48% premium over 30-day VWAP prior to deal announcement.
Transaction valued at ~$1.75B; funded by affiliates of Apax Partners LLP.
Shares to be delisted from Nasdaq; company files Form 25 and intends to file Form 15 to deregister.
Upon closing, Merger Sub directors become board of surviving corporation; existing officers continue.
Company will operate as privately held, focusing on long-term strategy and AI-enabled software services.

item 2.01 item 3.03 item 5.02 item 5.03 item 3.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Thoughtworks Holding, Inc.: Certificate of incorporation amended and restated in its entirety upon merger.

Change: charter amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time and by virtue of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Fifth Amended and Restated Certificate of Incorporation ”).

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Thoughtworks Holding, Inc. underwent a change of control involving Tasmania Merger Sub, Inc.; Tasmania Midco, LLC (affiliates of Apax Funds) for $4.40 per share in cash; approximately $1.75 billion (closed 2024-11-13).

Action: change of control
Counterparty: Tasmania Merger Sub, Inc.; Tasmania Midco, LLC (affiliates of Apax Funds)
Consideration: $4.40 per share in cash; approximately $1.75 billion
Closing: 2024-11-13

Exact text from the filing

Corporation Law of the State of Delaware (“ Delaware Law ”)) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $4.40, without interest thereon (the “ Per Share Price ”), less any applicable tax withholdings. Treatment of Equity Awards Pursuant to the Merger Agreement, except as otherwise

View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR

accession 0001213900-24-097457

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.