Qualtrics International Inc. (NasdaqGS:XM) signed an agreement to acquire Clarabridge, Inc. for $1.1 billion on July 29, 2021. Under the terms of the agreement, Qualtrics will purchase all the issued and outstanding shares of capital stock of Clarabridge by issuance of its shares of Class A common stock. The consideration is subject to purchase price adjustments and cash payouts in lieu of stock to certain holders of Clarabridge shares.

The merger agreement also provides for equity incentive awards to be granted to certain continuing employees of Clarabridge and its subsidiaries under the company's 2021 Employee Omnibus Equity Plan at the company's sole discretion, subject to the terms and conditions set forth in the merger agreement. The transaction is subject to receipt of required regulatory and stockholder approvals and the satisfaction of customary closing conditions. The Boards of Directors of Qualtrics and Clarabridge have each approved the transaction.

The transaction is expected to close during Qualtrics' fourth quarter of fiscal year ending December 31, 2021. Morgan Stanley & Co. LLC is serving as financial advisor to Qualtrics and Daniel Mitz, Robert J. Cardone, Emma Maconick, Larry Crouch, Doreen E. Lilienfeld, Ben Gris, Richard Alsop, and Kristina Trauger of Shearman & Sterling LLP is serving as legal advisors.

Qatalyst Partners is serving as financial advisor to Clarabridge and Kevin Cooper, Jamie Leigh, Mike Lincoln, Christine Graham, Eileen Marshall, Jacqueline Grise, Dave Walsh, Stella Sarma, Adam Ruttenberg, Helenanne Connolly, Chris Kimball, Rebecca Ross, and Erin Estevez of Cooley LLP is serving as legal advisors.