(Tiper Stock Exchange) – Nasdaqa US financial services multinational that manages stock exchanges in the United States and Europe, has entered into a agreement for the acquisition of Adenzaa provider of mission-critical regulatory and risk management software to the financial services industry, by Thoma Bravo, a private equity firm specializing in investments in technology and software companies, for $10.5 billion in cash and common stock.
Adenza is a software company born from combination of Calypso and AxiomSL. Calypso serves capital markets participants with end-to-end workflows for treasury, risk and collateral management, while AxiomSL supports financial institutions with leading regulatory and compliance software.
Adenza recorded approximately $590 million of revenues in fiscal 2023, organic revenue growth of approximately 15%, annual recurring revenue growth of 18%, and EBITDA margin adjusted by 58%.
“This is an outstanding opportunity to acquire a leading software company that enhances the Nasdaq’s position at the heart of the global financial system,” he said. Adena Friedman, CEO of Nasdaq – The acquisition of Adenza brings together two world-class franchises rich in experience in market infrastructure, regulation and risk management at a time when financial institutions are navigating some of the most complex market dynamics in history”.
More specifically, Nasdaq is acquiring Adenza for $10.5 billion, of which $5.75 billion in cash and 85.6 million shares of common stock of the Nasdaq. Nasdaq has secured a fully committed bridge loan for the cash portion of the consideration and expects to issue approximately $5.9 billion of debt between signing and closing and use the proceeds to replace the bridge commitment.
Upon completion of the transaction, the Nasdaq will issue the shares to the owners of Adenza, a subsidiary of Thoma Bravo, for approximately 14.9% of shares outstanding of the Nasdaq. Holden Spaht, Managing Partner of Thoma Bravo, is expected to be appointed to the Nasdaq board, which will be expanded to twelve members.
(Photo: © Daniel Kaesler | 123RF)