Qualtrics, the software company behind an experience management platform used by thousands of companies such as Uber, Coca-Cola and Pfizer, has accepted a $12.5 billion all-cash offer from private equity firm Silver Lake and Canada Pension Plan Investment Board (CPP Investments).
The confirmation comes exactly a week after news of the acquisition bid first came to light, and some two years after SAP spun the business out as an independent publicly traded company, having bought it back in 2018 for $8 billion just as Qualtrics was originally planning its IPO.
Founded in 2002, Qualtrics provides software that helps companies gather data and measure how their customers experience their products. In its first year as a public company, its shares had mostly traded above its $30 IPO price, but as with many companies over the past 12 months Qualtrics has seen its market value plummet from a high of $28 billion in early 2021 to a low of around $5 billion at the tail-end of 2022, where it has roughly remained since.
Thus, Silver Lake and CPP Investments' opportunistic offer, on the surface at least, might seem like a fair price for a company that has seemingly been underperforming for some time. Shareholders have been offered $18.15 per share, a price that Qualtrics hasn't seen on the Nasdaq since last April, representing a premium of around 73% on its 30-day volume-weighted average price (VWAP) prior to SAP's first revelation that it was considering selling its remaining stake in Qualtrics.
The deal has been financed substantively by "equity commitments" from Silver Lake and "co-investors," with CPP Investments contributing $1.75 billion in equity and $1 billion in debt.
Often, any such deal to take a public company private would require the go-ahead from a multitude of investors. In this instance, given that SAP's U.S.-based subsidiary SAP America Inc. holds nearly 96% of the voting power via its ownership of Qualtrics' Class A common stock, no other shareholder approval will be required -- so assuming that it receives the usual regulatory approvals, this is as good as a done deal.
Qualtrics said that it expects the transaction to close in the second half of 2023, after which it will be a fully private company once more. Its current CEO, Zig Serafin, will continue to head up Qualtrics with its dual headquarters staying in Utah and Washington.