US-based stock exchanges operator Nasdaq has agreed to acquire financial software firm Adenza from private equity company Thoma Bravo for $10.5bn.
Adenza, created through the combination of Calypso and AxiomSL, provides risk management and regulatory software to the financial services industry.
Calypso provides end-to-end treasury, risk, and collateral management workflows in capital markets, while AxiomSL offers regulatory and compliance software for financial institutions.
Under the terms of the agreement, Nasdaq will pay $5.75bn consideration in cash and issue 85.6 million shares, representing around 14.9% of its outstanding common stock.
The stock exchange operator has secured bridge financing commitment from Goldman Sachs Bank USA and JPMorgan Chase Bank, for the cash portion of the consideration.
The transaction is expected to close within six to nine months, subject to regulatory approvals and other customary closing conditions.
Upon the closing, Thoma Bravo’s managing partner Holden Spah will be appointed to Nasdaq’s Board of Directors, which will be expanded to 12 members.
Nasdaq chair and CEO Adena Friedman said: “The acquisition of Adenza brings together two world-class franchises steeped in market infrastructure, regulatory, and risk management expertise at a time when financial institutions are navigating some of the most complex market dynamics in history.
“From fast-evolving global regulations to rapidly increasing pressures to modernize infrastructure, our clients are seeking trusted partners equipped to support them in this challenging environment.
“Nasdaq aspires to be that partner every day, and with Adenza we can offer an even broader range of mission-critical solutions that enhance the liquidity, transparency, and integrity of the world’s financial system.”
Nasdaq said that the addition of Adenza to its brand and platform will complement its Marketplace Technology and Anti-Financial Crime solutions.
The acquisition will significantly enhance its offerings across the broader spectrum of regulatory technology, compliance, and risk management solutions.
Also, Adenza will help provide complete support to financial institutions, creating a multi-asset class platform with superior regulatory technology solutions, said Nasdaq.
Goldman Sachs & Co. and JP Morgan Securities served as financial advisors, Wachtell, Lipton, Rosen & Katz served as legal advisor, and Goldman Sachs & Co. served as lead advisor to Nasdaq, on this transaction.
Qatalyst Partners served as a lead financial advisor, and Barclays, Citi, Evercore, HSBC Securities, Jefferies, and Piper Sandler as financial advisor, while Kirkland & Ellis served as legal advisor to Thoma Bravo and Adenza.
Adenza CEO Didier Bouillard said: “This transaction is an endorsement of the entire Adenza team and what we have built with Thoma Bravo, from our market-leading products to the immense value we have delivered for our customers.
“Together with Nasdaq, we will be in an even stronger position to take advantage of the growing market opportunities and to provide customers with expanded solutions to solve their most complex problems.”
