International Business Machines Corporation (NYSE:IBM) entered into a definitive agreement to acquire Confluent, Inc. (NasdaqGS:CFLT) for $11.5 billion on December 7, 2025. A cash consideration valued at $31 per share and will be paid by International Business Machines Corporation. Confluent will be acquired with available cash on hand. The acquisition of Confluent is expected to drive substantial product synergies across IBM?s portfolio - including AI products and services, Automation, Data and Consulting - and accelerate revenue growth by leveraging IBM?s go-to-market reach. The acquisition is also expected to result in significant operational efficiencies through IBM?s scale and best-in-class productivity actions. Upon termination of the Merger Agreement in certain circumstances, Confluent will be required to pay IBM a termination fee of $453.6 million. Confluent?s largest shareholders and investors, who collectively hold ~62% of the voting power of Confluent?s outstanding common stock, signed a voting agreement with IBM, each agreeing to vote all of their common shares in favor of the transaction and against any alternative transactions.

The board of directors of IBM and the board of directors and independent special committee of Confluent have each unanimously approved the transaction. The acquisition is subject to approval by Confluent shareholders, regulatory approvals and other customary closing conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the obtainment, termination, or expiration, as applicable, of any approval or waiting period under the competition or foreign investment laws in certain foreign jurisdictions. The transaction is expected to close by the middle of 2026. Transaction expected to be accretive to adjusted EBITDA within the first full year, and free cash flow in year two, post close.

Peter E.Fisch, Nathan Mitchell, Daniel J.Gerkin, Liza M.Velazquez, Sohail Itani, Scott M.Sontag, Brianna van Kan, Jonathan H.Ashtor, Jarrett R.Hoffman, David E.Sobel, Manuel S.Frey, Lara Solomons, Dotun Obadina and Steven J.Williams of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Jamie Leigh; Ben Beerle; Jon Avina; Rishab Kumar of Cooley LLP, Michael S. Katzke, Joshua M. Miller, Caitlin M. Fitzgerald of Katzke Miller & Morgenbesser LLP acted as legal advisor to Confluent, Inc. Morgan Stanley & Co. LLC acted as financial, fairness opinion provider to Confluent and will receive a fee of $5 million for opinion rendered and $79 million for advisory services. Barclays Inc. is acting as financial advisor to IBM. JPMorgan Chase & Co. acted as financial advisor to International Business Machines Corporation (NYSE:IBM). Marty Korman and Doug Schnell of Wilson Sonsini Advises Morgan Stanley. Computershare Trust Company, National Association acted as transfer agent to Confluent. MacKenzie Partners, Inc acted as proxy solicitor to Confluent and will receive a fee of $0.0175 million.