NEW YORK, June 6 (Reuters Breakingviews) - Acquisitive companies are starting to get the deal jitters. Thoma Bravo has made good on promises to buy and sell dozens of companies since it was founded in 2008. Yet on Monday, the private equity firm said it had renegotiated its initial $10 billion purchase of software developer Anaplan (PLAN.N) . The same day Elon Musk officially threatened to walk away from his $44 billion buyout of Twitter (TWTR.N) .
Current market conditions offer clues for Anaplan’s new price. The company and Thoma Bravo released a joint statement that they agreed to lop $2.25 a share off a $66 bid. The specific reason for renegotiating was vague but the Nasdaq Composite Index is down 13% since the day the deal was announced.
Though Thoma Bravo had drummed up private financing, valuations are in flux as interest rates rise and credit markets become less welcoming. Other company shares are below their offer price. On Monday, cybersecurity firm Mandiant’s (MNDT.O) stock was trading at about 5% below Alphabet (GOOGL.O) unit Google’s purchase price of $23 a share.
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Musk’s move with Twitter has less to do with immediately changing market conditions, though they aren’t exactly helping the deal either. In a letter to the social network, Musk’s lawyer said the Tesla (TSLA.O) boss hasn’t received information about Twitter’s fake and spam accounts, which he described as a breach of the merger agreement.
Musk has plenty of other reasons to want out. Tesla shares have fallen nearly 40% since he disclosed his Twitter stake. That company needs his attention. And Twitter similarly looks less valuable with Nasdaq’s decline.
Merger agreements only go so far when one party starts to get cold feet. During the onset of Covid-19, pacts proved they weren’t ironclad. Simon Property (SPG.N) abandoned its deal to buy Taubman Centers, and LVMH (LVMH.PA) re-traded its deal for Tiffany, among others.
If a buyer decides that they want to walk away, the seller can go to court and try to force a deal, or renegotiate. If prospects were looking up for the seller, or the market in general, they might take their chances on the merger agreement’s strength. But in a financial world wracked with uncertainty, boards are more likely to display a stiff upper lip, take what they can get and move on.
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CONTEXT NEWS
On June 6, Anaplan and Thoma Bravo said they had amended the terms of their previously announced deal. Under the new deal Anaplan stockholders will receive $63.75 per share in cash, instead of the original purchase price of $66.00 per share in cash.
Separately on June 6, Elon Musk accused Twitter of not providing requested information that would help him conduct his own analysis of fake and spam accounts on the social network, according to a letter to the company by his lawyer Mike Ringler of Skadden, Arps, Slate, Meagher & Flom. He said Twitter’s resistance is a material breach of the company’s obligations under the merger agreement and Musk reserves the right to terminate the merger agreement.
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