Intuit Inc. (NasdaqGS:INTU) agreed to acquire The Rocket Science Group, LLC from DMK Life LLC, DMK 10 LLC and Others for approximately $12 billion on September 13, 2021. Intuit has agreed to pay total consideration of approximately $12 billion to acquire Mailchimp, subject to customary adjustments for transactions of this nature. The total consideration includes approximately $300 million of assumed Mailchimp employee transaction bonuses that will be issued in the form of restricted stock units, expensed over three years. The remaining consideration payable to Mailchimp's equity holders will be payable in approximately equal parts of cash and Intuit common stock, with the shares of Intuit common stock being valued at $562.61 per share, calculated as the average of the daily volume-weighted average sales price per share for Intuit common stock for the five trading days ending on September 8, 2021. The per share price of these shares has been fixed as of the signing date. The aggregate value of these shares will fluctuate based on changes in our share price between the signing date and the closing date. Following the close of the transaction Intuit will also issue $200 million of restricted stock units to Mailchimp employees, of which $140 million will be expensed over four years, and $60 million will be expensed over six months. Intuit expects the cash consideration to be financed through cash on hand new debt of approximately $4.5 billion to $5.0 billion. The transaction is not expected to have an impact on Intuit's existing dividend and share repurchase principles. For Calendar Year 2020, The Rocket Science reported unaudited revenue of approximately $800 million.

The transaction is expected to close prior to the end of Intuit's second quarter fiscal 2022, subject to receipt of required regulatory approvals and satisfaction or waiver of other customary closing conditions. The transaction is expected to be accretive to Intuit's non-GAAP earnings per share for full year fiscal 2022. Morgan Stanley & Co. LLC is serving as Intuit's financial advisor and Luke J. Bergstrom and Bret Stancil of Latham & Watkins LLP is serving as its legal advisor. Qatalyst Partners is serving as Mailchimp's exclusive financial advisor and Erik Belenky, Justin King and Keith Townsend of King & Spalding LLP is its legal advisors. Wilson Chu, Diego Gómez-Cornejo and Joanna Lin of McDermott Will & Emery LLP acted as legal advisors for DMK.