Silver Lake offers $18.15 per share in cash for Qualtrics

In a regulatory filing, Qualtrics (XM) reported: "On January 26, 2023, SAP SE (SAP), the controlling stockholder of Qualtrics International, announced that it would explore a sale of its stake in the company. Following such announcement, Morgan Stanley & Co. LLC was engaged on behalf of the company to solicit proposals from potential interested buyers. In connection with the sale process, on March 3, 2023, the Board of Directors of the company received a non-binding proposal from Silver Lake Management Company VI, L.L.C. and its affiliates and Canada Pension Plan Investment Board to acquire all of the outstanding shares of class A common stock and class B common stock of the company not currently owned by Silver Lake, including all shares of company common stock owned by SAP, for a purchase price of $18.15 per share in cash. This offer price represents a premium of approximately 73% to the unaffected average of the daily volume weighted average prices of the company’s class A common stock for the 30 days ending January 25, 2023, the last trading day prior to the public announcement by SAP of its exploration of a sale of its stake in the company, and approximately 62% relative to the unaffected closing price of the company’s class A common stock on January 25, 2023. The offer price also values the company at approximately $12.4 billion in equity value based on the company’s current capitalization. In connection with the Silver Lake Proposal and following the Board’s evaluation of the status of the sale process at such time, including with respect to other proposals received by potential buyers, on March 5, 2023, the company and Silver Lake entered into an exclusivity agreement, which is subject to customary terms and conditions, whereby the company and SAP have agreed to negotiate exclusively with Silver Lake in connection with a possible acquisition of the company until 5:59 p.m. Eastern Time on March 15, 2023. Based on information reported by entities affiliated with Silver Lake on Schedule 13D/A filed with the Securities and Exchange Commission on February 1, 2023, such Silver Lake affiliates collectively own 24,987,839 shares of the company’s class A common stock, representing approximately 4.1% of the total company common stock and less than 1% of the total voting power of the outstanding company common stock. The Board, in consultation with its financial and legal advisors, will continue to carefully review and consider the Silver Lake Proposal and pursue the course of action that it believes is in the best interests of all of the company’s stockholders. The company’s stockholders do not need to take any action at this time. There can be no assurance that a definitive agreement relating to the Silver Lake Proposal or any other transaction will be entered into by the company, or that any transaction will be consummated. The company assumes no obligation to comment on or disclose further developments regarding the Board’s consideration of the Silver Lake Proposal, except as required by law."