Amex GBT Amends Merger Agreement with CWT

By Bobby Samwell • Monday, March 24 09:59 • Permanent Link

American Express Global Business Travel (GBT), operated by Global Business Travel Group, Inc., has announced an amended merger agreement with CWT, a leading B2B software and services company for travel, expense, and meetings & events. The amended agreement includes significant changes from the original terms:

The revised CWT transaction value is approximately $540 million, down from the originally agreed $570 million.
The revised fixed stock price for the shares of Amex GBT to be received as part of the consideration under the merger agreement has been increased to $7.50 per share, up from the initially agreed $6.00 per share.
Amex GBT expects to issue approximately 50 million shares of its class A common stock, down from the original plan of approximately 72 million shares. The remaining transaction consideration of $70 million and the retirement of CWT debt will be funded using cash on hand.
The drop dead date for the transaction has been extended to December 31, 2025, to provide the parties with additional time to defend the lawsuit filed by the Antitrust Division of the U.S. Department of Justice in January 2025 seeking a permanent injunction to prevent the proposed transaction.

Eric J. Bock, Amex GBT’s Chief Legal Officer and Global Head of M&A, expressed confidence in the amended agreement and the company's position in the lawsuit initiated by the DOJ. He also highlighted the reduction in the shares to be issued, reflecting the company's belief in the value of its equity and its commitment to creating value for shareholders.

The closing of the transaction is subject to customary closing conditions and the receipt of certain regulatory approvals.

Amex GBT is a leading software and services company for travel, expense, and meetings & events, operating in over 140 countries. The company aims to deliver savings, flexibility, and service through a combination of technology and people.

For more information about Amex GBT, visit amexglobalbusinesstravel.com and follow @amexgbt on social media platforms. Following these announcements, the company's shares moved 0.5%, and are now trading at a price of $7.65. For more information, read the company's full 8-K submission here.

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