Clearwater Analytics (NYSE: CWAN) and Enfusion, Inc. (NYSE: ENFN) have announced the preliminary results of the elections made by Enfusion shareholders regarding the form of merger consideration they wish to receive in connection with Clearwater's acquisition of Enfusion. The parties expect to close the transaction on April 21, 2025, subject to the approval of the transaction by Enfusion shareholders and the satisfaction or waiver of other customary closing conditions.
As per the preliminary results, Enfusion shareholders of record of approximately 45.5% of the outstanding eligible shares of Enfusion elected to receive the per share mixed consideration, subject to proration. Additionally, approximately 6.1% of the outstanding eligible shares of Enfusion elected to receive the per share stock consideration, while approximately 40.9% of the outstanding eligible shares of Enfusion elected to receive the per share cash consideration, subject to proration. Furthermore, approximately 7.6% of the outstanding eligible shares of Enfusion did not make a valid election or did not deliver a valid election form prior to the election deadline and will receive, in accordance with the terms of the merger agreement, the per share stock consideration.
Assuming the transaction closes as expected, the final parent stock price, based on the volume-weighted average price per share of Clearwater class A common stock for the ten-trading day period ending on (and including) April 16, 2025, is $23.2440, and the total number of eligible shares is expected to be 129,995,464 eligible shares. Based on this information, the per share parent stock amount would be equal to 0.2159, the aggregate consideration would be equal to $1,412,840,049.03, the aggregate consideration per share would be equal to $10.87, the per share cash consideration would be equal to $10.87, and the exchange ratio would be equal to 0.4676.
It is noted that the per share cash consideration option is oversubscribed, and such election will be prorated pursuant to the terms set forth in the merger agreement. The final certified results are not expected to be available until shortly before closing, and after the final results of the election process are determined, the final merger consideration and the allocation of the merger consideration will be computed using the formula set forth in the merger agreement.
The transaction is expected to qualify as a "reorganization" under section 368(a) of the Internal Revenue Code of 1986, as amended, and the conditions to consummating the second merger of Enfusion with and into the acquirer, including the delivery of certain tax opinions related thereto, are expected to be satisfied.
The press release also provides background information on both Clearwater Analytics and Enfusion, highlighting their respective roles and offerings in the investment management industry. Following these announcements, the company's shares moved -0.4%, and are now trading at a price of $10.76. For more information, read the company's full 8-K submission here.
