Twilio Inc. (NYSE:TWLO) entered into a definitive agreement to acquire Zipwhip, Inc. for approximately $850 million on May 16, 2021. The purchase price of approximately $850 million, which is subject to certain adjustments, is payable in an equal blend of cash and stock. approximately $425 million of the consideration amount will be in the form of cash and approximately $425 million will be in the form of shares of Class A common stock of Twilio. At the time of closing, all the securities including, options, restricted stock units, and common stocks of Zipwhip shall get cancelled and the holders shall receive the consideration. A portion of the cash consideration will be held in escrow to provide Twilio recourse for any working capital adjustment deficits; secure the general indemnification obligations of Zipwhip securityholders; and secure the indemnification obligations of Zipwhip securityholders with respect to certain specified matters. Upon completion, Zipwhip will become a wholly owned subsidiary of Twilio. Under the terms of the merger agreement, Twilio has agreed to file a resale registration statement on Form S-3 covering the resale of the shares of Twilio Class A Common Stock to be issued to eligible Zipwhip securityholders. The closing of transaction is subject to customary closing conditions, including regulatory approvals, HSR Act, shareholder approval of Zipwhip, Inc., Non-Competition and Non-Solicitation agreement and Class A Common Stock listing. The Boards of Directors of Twilio and Zipwhip have each approved the transaction. Zipwhip expects to close the transaction in Q3 2021 and Twilio expects to close the transaction by end of 2021. The transaction is expected to be modestly accretive to Twilio’s gross margin and revenue. Morgan Stanley & Co. LLC acted as financial advisor and Ian A. Nussbaum and Steve Tonsfeldt of Cooley LLP acted as legal advisor to Zipwhip. Ken Myers, Bomi Lee, Jonathan Millard, Joseph Schenck, Chris Joslyn, Gerald Audant, Matthew Cantor, Matthew Damm, Jim Koenig, Brent Hoard, Stuart Meyer, Mark Ostrau and William Skinner of Fenwick & West LLP acted as legal advisor to Twilio. Twilio Inc. (NYSE:TWLO) completed the acquisition of Zipwhip, Inc. on July 14, 2021. All the securities including, options, restricted stock units, and common stocks of Zipwhip were cancelled and in exchange for aggregate consideration of $850 million, subject to certain adjustments, of which $417.7 million was in form of cash and $417.7 million was in the form of shares of Class A common stock of Twilio. However, holders of shares of Zipwhip capital stock held by unaccredited stockholders, vested Company Options and vested Company RSUs each received an aggregate portion of the cash Consideration equal to approximately $83.2 million in respect of their shares. Zipwhip will operate as part of Twilio’s Communications Platform Unit with John Lauer, current Chief Executive Officer of Zipwhip, reporting to Simon Khalaf, as the two companies finalize their integration roadmap.