Technology firm Nasdaq has entered into an agreement to acquire Adenza from its majority owner, private equity firm Thoma Bravo.
Nasdaq is acquiring Adenza for US$10.5 billion, comprising US$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.
The acquisition aims to accelerate Nasdaq鈥檚 vision to become 鈥渢he trusted fabric of the world鈥檚 financial system鈥�.
When the transaction has closed, Holden Sphat, a managing partner at Thoma Bravo, will be appointed to Nasdaq鈥檚 board of directors, which will expand to 12 members.
As part of its exit, Thoma Bravo is expected to retain a 14.9 per cent take in Adenza, the financial services software company, which 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 compliance software.
The addition of Adenza will complement Nasdaq鈥檚 marketplace technology and anti-financial crime solutions, the firm says, while also enhancing Nasdaq鈥檚 offerings across regulatory technology, compliance and risk management solutions.
The acquisition will also provide support to financial institutions, establishing a multi-asset class, full trade lifecycle platform with 鈥渦nmatched鈥� regulatory technology solutions, Nasdaq confirms.
Adenza鈥檚 financial profile highlights 2023 earnings revenue of close to approximate US$590 million of organic revenue growth of approximately 15 per cent, annual recurring revenue growth of 18 per cent, and an adjusted earnings before interest taxes, depreciation and amortization (EBITDA) margin of 58 per cent.
Adena Friedman, CEO of Nasdaq, comments: 鈥淭his is an exceptional opportunity to acquire a software company that enhances Nasdaq鈥檚 position at the heart of the global financial system.
鈥淭he acquisition of Adenza brings together two franchises steeped in market infrastructure, regulatory and risk management expertise at a time when financial institutions are navigating some of the most complex market dynamics in history.鈥�
Sphat adds: 鈥淲hen we combined AxiomSL and Calypso almost two years ago, under Didier Boulliard鈥檚 leadership, we had a vision to create a truly unique franchise that could aid financial institutions across the globe manage their most complex trading, risk and regulatory reporting requirements.鈥�
Didier Boulliard, CEO of Adenza, says: 鈥淭his transaction is an endorsement of the entire Adenza team and what we have built with Thoma Bravo from our products to the value we have delivered for our customers.
鈥淭ogether with Nasdaq, we will be in an even stronger position to take advantage of growing-market opportunities and to provide customers with expanded solutions to solve their most complex problems.鈥�
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