- The total value of Clearwater Analytics' acquisition of Enfusion is estimated at $1.41 billion.
- Enfusion shareholders mostly opted for cash consideration, leading to an oversubscription.
- The merger is expected to finalize on April 21, 2025, pending approval.
Clearwater Analytics (CWAN, Financial) and Enfusion (ENFN) have disclosed preliminary results from Enfusion shareholders regarding merger consideration elections before the expected merger closure on April 21, 2025. As of the April 16 election deadline, 45.5% of Enfusion shareholders selected a mixed consideration option, which includes $5.85 in cash and Clearwater shares, 40.9% chose an all-cash consideration of $10.87 per share, while 6.1% opted for an all-stock consideration. Notably, 7.6% failed to make a valid election. The significant preference for cash consideration has led to an oversubscription, necessitating a proration process as outlined in the merger agreement.
The merger's total aggregate consideration is set at $1.41 billion, with 129,995,464 eligible shares in play. The cash option's oversubscription indicates a demand for immediate liquidity or hesitance in retaining Clearwater shares post-merger. The transaction is valued at $10.87 per share, with an exchange ratio of 0.4676 Clearwater shares for each Enfusion share. The calculated Final Parent Stock Price of Clearwater shares is $23.2440.
This merger is anticipated to qualify as a reorganization under Section 368(a) of the Internal Revenue Code, offering potentially favorable tax treatments for shareholders electing stock. The deal is progressing as planned with imminent shareholder voting acting as the last major checkpoint for completion.
