Bottomline to be acquired by Thoma Bravo for USD 2.6 bln

Upon completion of the transaction, Bottomline will become a privately held company. Under the terms of the agreement, Bottomline shareholders will receive USD 57.00 per share in cash, which represents a premium of approximately 42% to Bottomline’s unaffected closing stock price on 19 October 2021, the last full trading day prior to the announcement of the formation of the Bottomline Board of Directors’ Strategy Committee, and a premium of approximately 41% to Bottomline’s 30-day volume weighted average price as of 19 October 2021. 

Thoma Bravo has entered into voting agreements with Bottomline's directors (including its chief executive officer) and Clearfield Capital Management. Under these agreements, which represent approximately 4% of Bottomline's outstanding shares, the applicable shareholders have agreed to vote in favour of the transaction, and against any competitive transaction, subject to certain terms and conditions.

The transaction, which was unanimously approved by the Bottomline Board of Directors, is expected to close in the second calendar quarter of 2022 subject to customary closing conditions, including approval by Bottomline shareholders, receipt of approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval from the Financial Conduct Authority in the United Kingdom. Upon completion of the transaction, Bottomline’s common stock will no longer be listed on any public market, the official statement concludes.