Thomson Reuters Proposes $627M Bid To Buy E-Invoicing Company Pagero, Outbidding Vertex's Offer

Thomson Reuters Corp TRI disclosed a public tender offer to fully acquire Pagero Group AB for SEK 40 in cash per share, with a total valuation of about SEK 6.4 billion (about $627 million).

Pagero is an e-invoicing and indirect tax solutions provider that links customers, suppliers, and institutions.

The offer represents a premium of 11.1% vs. closing price of SEK 36 for its shares on Nasdaq First North on January 10, 2024, and 15.6% vs. the volume-weighted average price of Pagero’s shares on Nasdaq First North during the 30 latest trading days up to and including January 10, 2024 and 26.8% vs. the volume-weighted average price during the 90 latest trading days up to and including January 10, 2024. 

The acquisition offer is conditioned by acceptance of over 90% of the company’s shareholders, with the acceptance period starting on or around January 12, 2024, and ending on or around February 9, 2024.

TRI’s offer exceeds the offer of Vertex Inc VERX worth SEK 36 in cash per share disclosed on December 13, 2023.

Steve Hasker, President and CEO of TRI said, “Our successful commercial partnership with Pagero provides confidence in the strategic and cultural fit, and the opportunity to bring its e-invoicing capabilities together with our ONESOURCE indirect tax offerings – we’re excited about the growth potential of this combination.”

“We believe the Offer we have presented today reflects an attractive premium for shareholders, supported by the recommendation from Pagero’s independent bid committee, and that Thomson Reuters will provide the best home where Pagero and its employees can thrive.”

As of the third quarter of 2023, TRI held $2.5 billion in cash and cash equivalents. 

In response, Pagero’s independent bid committee of the Board of Directors unanimously recommended its shareholders accept the public offer made by Thomson Reuters. Simultaneously, the Bid Committee unanimously withdrew its recommendation of December 13, 2023, to accept the public offer made by Vertex.

Price Action: TRI shares closed higher by 0.20% at $144.77 on Wednesday.

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