Vertex, Inc. (NasdaqGM:VERX) made a public tender offer to acquire Pagero Group AB (publ) (OM:PAGERO) from VÅLÅUggen Invest Ab and others for SEK 5.8 billion on December 13, 2023. Vertex intends to fund the transaction with proceeds from its existing undrawn revolving credit facility and from issuance of a new series of Convertible Preferred Stock in the amount of SEK 5.2 billion to Silver Lake. As of January 11, 2024, Thomson Reuters Corporation (TSX:TRI) made a public tender offer to acquire Pagero Group AB (publ) (OM:PAGERO) for offer price per share of SEK 40. As of January 12, 2024, Avalara, Inc. made a public tender offer to acquire remaining 86.3% stake in Pagero Group AB (publ) (OM:PAGERO) for offer price per share of SEK 45.

Vertex has also received irrevocable undertakings to accept the offer from Pagero's two largest shareholders Vålåuggen Invest AB and Norelia AB in total representing approximately 40.4%. Vertex has been informed by the independent bid committee of the Board of Directors of Pagero of its resolution to unanimously recommend the shareholders of Pagero to accept the public offer made by Vertex. The offer is subject to certain regulatory approvals, the receipt of valid tenders of more than 90% of Pagero's shares and customary closing conditions. The acceptance period of the offer is expected to commence on or around December 15, 2023 and expire on or around January 23, 2024. The transaction is expected to be accretive to Vertex's margins in the second full year after closing, with additional opportunity to increase revenue synergies and cost benefits in the medium to long term.

Greenhill acted as financial advisor and DLA Piper acted as legal advisor to Vertex. Centerview Partners acted as financial advisor to Vertex. Lazard AB acted as financial advisor to Pagero Group AB. Cederquist acted as legal advisor to bid committee of Board of Directors of Pagero Group AB. EY acted as fairness opinion provider to bid committee of Board of Directors of Pagero Group AB.

Vertex, Inc. (NasdaqGM:VERX) cancelled the acquisition of Pagero Group AB (publ) (OM:PAGERO) from VÅLÅUggen Invest Ab and others on January 14, 2024.