Nasdaq, a technology company serving the global financial system, is to acquire Adenza, a provider of risk management and regulatory software to the financial services industry, from software investment firm Thoma Bravo for $10.5 billion in cash and shares of common stock.Â
Nasdaq, a technology company serving the global financial system, is to acquire Adenza, a provider of risk management and regulatory software to the financial services industry, from software investment firm Thoma Bravo for $10.5 billion in cash and shares of common stock.
Upon the closing of the transaction, Holden Spaht, a managing partner at Thoma Bravo, is expected to be appointed to Nasdaq’s Board of Directors, which will be expanded to 12 members.
Adenza was created through the combination of Calypso and AxiomSL. Calypso serves capital markets participants with end-to-end treasury, risk, and collateral management workflows, while AxiomSL supports financial institutions with leading regulatory and compliance software.
Nasdaq says the addition of Adenza to its platform complements its existing Marketplace Technology and Anti-Financial Crime solutions and enhances its offerings across an even broader spectrum of regulatory, technology, compliance, and risk management solutions.
Nasdaq is acquiring Adenza for $10.5 billion, comprised of $5.75 billion in cash and 85.6 million shares of Nasdaq common stock, based on the volume-weighted average price per share over 15 consecutive trading days prior to signing. Nasdaq has obtained fully committed bridge financing for the cash portion of the consideration and plans to issue approximately $5.9 billion of debt between signing and closing and use the proceeds to replace the bridge commitment.
At the closing of the transaction, Nasdaq will issue the shares to the owners of Adenza, which is a company controlled by Thoma Bravo, representing approximately 14.9% of the outstanding shares of Nasdaq.
