Clearwater Analytics Holdings, Inc. (CWAN) entered a merger agreement on January 13, 2025, to acquire Enfusion, Inc. (ENFN) for $1.5 billion in a cash-plus-stock transaction.
Under the terms of the merger agreement, Enfusion shareholders will receive $11.25 per share, split into $5.85 in cash and $5.40 per share in Clearwater Common Stock; representing a 13.18% premium over Enfusion’s last close as of January 10, 2025.
The stock exchange ratio will depend on Clearwater’s Common Stock price within a 10% collar around the stock price of $27.79. If the stock price is below $25.01, shareholders get 0.2159 shares per Enfusion share; if above $30.57, they get 0.1766 shares. For prices between $25.01 and $30.57, the ratio will be calculated by dividing $5.40 by Clearwater’s final stock price.
Enfusion is a provider of software-as-a-service solutions for the investment management industry, offering portfolio management, trading, accounting, and analytics systems to improve real-time data analysis, collaboration, and efficiency across global teams.
Clearwater Analytics is a global SaaS provider that automates investment data aggregation, reconciliation, accounting, and reporting, offering solutions for portfolio management, performance measurement, compliance, and risk analytics to insurers, asset managers, and other institutional investors.
The acquisition helps Clearwater expand into the hedge fund industry, with plans to drive growth and innovation by adding new teams, increasing its market opportunity by $1.9 billion.
Enfusion’s strong presence in Europe and Asia, where it generates 38% of its revenue, will help Clearwater expand globally.
Clearwater expects to save around $20 million in general and administrative costs, with these savings expected to be achieved within the first two and a half years after the deal closes, which is expected in the second quarter of 2025.
The acquisition price represents 4.61 times sales for Enfusion.
In September last year, Reuters reported that Enfusion was in talks and consulting with investment bankers to explore strategic options, including the possibility of a sale. The stock was trading at $8.55 before the announcement.
Goldman Sachs & Co. served as the financial advisor, and Goodwin Procter provided legal counsel to Enfusion. Meanwhile, Clearwater Analytics was advised financially by J.P. Morgan Securities and received legal counsel from Kirkland & Ellis.
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Editor’s Note: Rajat Jaiswal contributed to this article