[PREM14A] Dayforce, Inc. Preliminary Merger Proxy Statement
Dayforce, Inc. (DAY) has agreed to be acquired by an affiliate of Thoma Bravo for $70.00 per share in cash. The merger agreement, dated August 20, 2025, contemplates Dayforce becoming a wholly owned subsidiary of Dawn Bidco, LLC, with each outstanding share (other than certain excluded or appraisal shares) converted into the right to receive $70.00 in cash. The Board unanimously recommended the transaction after receiving Evercore Group's written fairness opinion that the $70.00 consideration was fair from a financial point of view to holders of common stock (excluding certain excluded shares). The transaction funding is expected to be approximately $12.3 billion, to be provided via equity commitments from the Thoma Bravo Funds and committed debt financing; the merger is not conditioned on financing availability. Closing remains subject to customary conditions, including antitrust and regulatory approvals (HSR, Competition Act, Australia FIRB, OCC and state regulators). Material deal mechanics include treatment of vested and unvested equity awards, a mandatory exchange of Exchangeable Shares prior to closing, appraisal rights under Delaware law, and termination fee provisions ($351 million Company fee and $702 million Parent fee).
Dayforce, Inc. (DAY) è stata d'accordo di essere acquisita da una controllata di Thoma Bravo al prezzo di 70,00 USD per azione in contanti. L'accordo di fusione, datato 20 agosto 2025, prevede che Dayforce diventi una controllata interamente posseduta di Dawn Bidco, LLC, con ogni azione in circolazione (salvo alcune azioni escluse o soggette a valutazione) trasformata nel diritto a ricevere 70,00 USD in contanti. Il Consiglio ha raccomandato all'unanimità l'operazione dopo aver ricevuto l'opinione scritta di fairness di Evercore Group che i 70,00 USD sono equi dal punto di vista finanziario per gli azionisti ordinari (escluse determinate azioni escluse). Si prevede che il finanziamento dell'operazione sia di circa 12,3 miliardi di dollari, fornito tramite impegni di capitale dai Thoma Bravo Funds e finanziamenti a debito impegnati; la fusione non è condizionata dalla disponibilità di finanziamenti. La chiusura resta soggetta alle condizioni consuete, tra cui approvazioni antitrust e regolamentari (HSR, Competition Act, FIRB Australia, OCC e regolatori statali). Aspetti principali della struttura dell'operazione includono il trattamento delle stock option vestite e non vestite, uno scambio obbligatorio di Exchangeable Shares prima della chiusura, diritti di rivalutazione ai sensi della legge del Delaware e disposizioni relative a penali di terminazione (3,51 miliardi di dollari a carico della società e 7,02 miliardi a carico della capogruppo).
Dayforce, Inc. (DAY) ha aceptado ser adquirida por una filial de Thoma Bravo por 70,00 USD por acción en efectivo. El acuerdo de fusión, fechado el 20 de agosto de 2025, contempla que Dayforce se convierta en una subsidiaria de propiedad total de Dawn Bidco, LLC, con cada acción en circulación (excluyendo ciertas acciones excluidas o de tasación) convertida en el derecho a recibir 70,00 USD en efectivo. La Junta recomendó unánimemente la operación tras recibir la opinión escrita de equidad de Evercore Group de que la contraprestación de 70,00 USD era justa desde el punto de vista financiero para los accionistas comunes (excluidas ciertas acciones excluidas). Se prevé que la financiación de la operación sea de aproximadamente 12,3 mil millones de dólares, proporcionada mediante compromisos de capital de los Thoma Bravo Funds y financiación con deuda comprometida; la fusión no está condicionada a la disponibilidad de financiación. El cierre permanece sujeto a condiciones habituales, incluidas aprobaciones antimonopolio y regulatorias (HSR, Competition Act, FIRB Australia, OCC y reguladores estatales). Los aspectos materiales de la operación incluyen el tratamiento de premios de acciones concursales convertibles, un canje obligatorio de Exchangeable Shares antes del cierre, derechos de tasación conforme a la ley de Delaware y disposiciones de tarifa de terminación (351 millones de dólares a cargo de la Compañía y 702 millones a cargo de la Sociedad Controlante).
Dayforce, Inc. (DAY)는 Thoma Bravo의 계열사에 주당 70.00달러 현금으로 인수되기로 합의했습니다. 2025년 8월 20일 자 merger agreement(합병 계약)는 Dayforce가 Dawn Bidco, LLC의 전액출자 자회사로 전환되며, 보류 중인 주식 중 특정 면제 주식 또는 평가 주식을 제외한 각 주식은 현금 70.00달러를 받을 수 있는 권리로 전환되는 것을 골자로 합니다. 이사회는 Evercore Group의 서면 공정성 의견서가 일반 보통주 보유자에게 70.00달러의 보상이 재무적 관점에서 공정하다고 밝힘에 따라 만장일치로 거래를 권고했습니다(특정 면제 주식 제외). 거래 자금 조달은 약 123억 달러로 예상되며 Thoma Bravo Funds의 자본 약정 및 약정된 차입 자금을 통해 제공될 예정이며, 자금 조달 가용성에 거래가 좌우되지는 않습니다. 종결은 일반적인 조건(반독점 및 규제 승인 등 HS R, Competition Act, Australia FIRB, OCC 및 주 규제 기관)을 충족하는 것을 전제로 합니다. 주요 거래 기계적 내용에는 가속 vest 여부가 있는 주식 보상 제도 처리, 종결 전 Exchangeable Shares의 의무적 교환, 델라웨어 법에 따른 평가권, 해지 수수료 조항(회사 3억 5100만 달러, 모회사 7억 0200만 달러)이 포함됩니다.
Dayforce, Inc. (DAY) a accepté d'être rachetée par une entité affiliée à Thoma Bravo au prix de 70,00 USD par action en espèces. L'accord de fusion, daté du 20 août 2025, prévoit que Dayforce devienne une filiale en propriété exclusive de Dawn Bidco, LLC, chaque action en circulation (à l'exception de certaines actions exclues ou d'évaluation) étant convertie en droit de recevoir 70,00 USD en espèces. Le conseil d'administration a recommandé à l'unanimité la transaction après avoir reçu l'avis écrit d'équité d'Evercore Group indiquant que la contrepartie de 70,00 USD est financièrement équitable pour les détenteurs d'actions ordinaires (à l'exception de certaines actions exclues). Le financement de l'opération devrait être d'environ 12,3 milliards de dollars, fourni par des engagements de capitaux des Thoma Bravo Funds et un financement par dette engagé; la fusion n'est pas conditionnée à la disponibilité de financement. La clôture reste soumise à des conditions usuelles, notamment les approbations antitrust et réglementaires (HSR, Competition Act, FIRB Australia, OCC et régulateurs d'État). Les éléments matériels de la transaction comprennent le traitement des actions accordées et non acquises, un échange obligatoire des Exchangeable Shares avant la clôture, des droits d'évaluation selon la loi du Delaware et des clauses d'indemnité de terminaison (351 millions de dollars à la charge de la société et 702 millions à la charge de la société mère).
Dayforce, Inc. (DAY) hat zugestimmt, von einer Tochtergesellschaft von Thoma Bravo für 70,00 USD pro Aktie in bar übernommen zu werden. Die Fusionsvereinbarung vom 20. August 2025 sieht vor, dass Dayforce eine völlig im Besitz der Dawn Bidco, LLC stehende Tochtergesellschaft wird, wobei jede ausstehende Aktie (mit Ausnahme bestimmter ausgeschlossener oder Bewertungsaktien) in das Recht umgewandelt wird, 70,00 USD in bar zu erhalten. Der Vorstand hat den Vorgang einstimmig empfohlen, nachdem er die schriftliche Fairnessbewertung von Evercore Group erhalten hatte, wonach die Gegenleistung von 70,00 USD aus finanzieller Sicht fair für die Inhaber der Stammaktien ist (ausgenommen bestimmte ausgeschlossene Aktien). Die Finanzierung der Transaktion wird voraussichtlich ca. 12,3 Milliarden USD betragen und durch Eigenkapitalzusagen der Thoma Bravo Funds sowie durch verpflichtete Fremdfinanzierung bereitgestellt; die Fusion ist nicht an die Verfügbarkeit von Finanzmitteln gebunden. Der Abschluss bleibt vorbehaltlich üblicher Bedingungen, einschließlich kartellrechtlicher und regulatorischer Genehmigungen (HSR, Competition Act, Australia FIRB, OCC und staatliche Aufsichtsbehörden). Wichtige transaktionsmechanische Punkte umfassen die Behandlung vesteter und nicht vesteter Barzahlungen, einen vor Abschluss obligatorischen Austausch von Exchangeable Shares, Vermögenswert- und Bewertungsrechte nach delawarischem Recht sowie Regelungen zu Kündigungsgebühren (Unternehmen 351 Mio. USD, Muttergesellschaft 702 Mio. USD).
وافقت Dayforce, Inc. (DAY) على أن تستحوذ عليها شركة تابعة لشومّا برافو بمبلغ 70.00 دولار أمريكي للسهم نقداً. تقضي اتفاقية الدمج، المؤرخة في 20 أغسطس 2025، بأن تصبح Dayforce شركة تابعة مملوكة كلياً لـ Dawn Bidco, LLC، مع تحويل كل سهم قائم (باستثناء بعض الأسهم المستثناة أو محفظة التقييم) إلى حق الحصول على 70.00 دولار نقداً. أوصى مجلس الإدارة بالإيجاب على الصفقة بالإجماع بعد تلقيه الرأي العادل المكتوب من Evercore Group بأن العوض البالغ 70.00 دولار عادل من الناحية المالية لحملة الأسهم العادية (باستثناء بعض الأسهم المستثناة). من المتوقع أن يكون تمويل الصفقة نحو 12.3 مليار دولار، مقدماً من خلال تعهدات رأس المال من Thoma Bravo Funds وتمويل ديون ملتزم؛ الدمج غير مشروط بتوفر التمويل. الإغلاق يخضع لشروط اعتيادية، بما في ذلك الموافقات المضادة للاحتكار والتنظيمية (HSR، Competition Act، FIRB Australia، OCC والجهات التنظيمية في الولايات). من الجوانب الجوهرية للصفقة معالجة منح الأسهم الممنوحة والمتداخلة، وتبادل إجباري لـ Exchangeable Shares قبل الإغلاق، وحقوق التقييم بموجب قانون ديلاوير، وبنود رسوم الإنهاء (شركة 351 مليون دولار، الأم 702 مليون دولار).
Dayforce, Inc. (DAY) 已同意以每股70.00美元现金被Thoma Bravo的关联公司收购。 合并协议于2025年8月20日签署,期望 Dayforce 成为 Dawn Bidco, LLC 的全资子公司,除某些排除或评估股外,每股在外股票将转换为获得70.00美元现金的权利。董事会在收到 Evercore Group 的书面公平意见后,一致推荐交易,意见指出70.00美元的对价就财务角度对普通股持有人而言是公平的(排除某些排除股)。交易资金预计约为123亿美元,将通过 Thoma Bravo Funds 的股本承诺和承诺的债务融资提供;并购并不以是否获得融资为条件。完成交易仍需符合惯常条件,包括反垄断和监管批准(HSR、Competition Act、Australia FIRB、OCC 和州监管者)。交易的核心要点包括对已归属和未归属的股权奖励的处理、在收购前强制性 Exchangeable Shares 交换、通过特拉华州法律的评估权,以及终止费条款(公司费用为3.51亿美元、控股方费用为7.02亿美元)。
- $70.00 per share all-cash merger consideration providing immediate liquidity to holders of Company common stock
- 32% premium over the $52.88 closing price on August 15, 2025 (as disclosed by the Board)
- Evercore delivered a written fairness opinion stating the merger consideration was fair from a financial point of view to holders of Company common stock (subject to disclosed qualifications)
- Financing commitments in place (equity from Thoma Bravo Funds and committed debt) to fund the anticipated ~$12.3 billion required to complete the merger
- Merger not conditioned on financing, reducing financing risk for closing
- Significant termination fees: $351 million payable by the Company in certain circumstances and $702 million payable by Parent in other circumstances
- Regulatory approvals required including HSR, Competition Act, Australian approvals (including FIRB) and OCC/state financial regulator approvals, which could delay or impede closing
- Potential conflicts of interest or differing incentives as directors and executive officers hold equity and will receive accelerated vesting or replacement awards and many expect to vote FOR the merger
- Replacement of unvested performance-based awards assumes performance at 100% of target for conversion purposes, which may differ from actual future performance
Insights
TL;DR: All-cash $70 per share offer with committed financing and fairness opinion signals a material, value-realizing take-private deal for DAY shareholders.
The merger provides immediate liquidity at a negotiated, fully specified price and includes equity commitments and debt financing commitments sufficient to fund the approximately $12.3 billion transaction. Evercore rendered a written fairness opinion to the Board. The agreement contains customary regulatory and closing conditions but is notable for not being conditioned on receipt of financing, reducing execution risk tied to funding. Protections for Parent include limitations on agreeing to materially burdensome regulatory conditions and caps on guarantees from the Thoma Bravo Funds (aggregate guarantee cap $712 million). The Board weighed standalone risks and concluded the cash consideration and certainty outweighed uncertain public-market upside.
TL;DR: The Board recommended the transaction after advisor input, but structural protections and insider economic interests merit shareholder scrutiny.
The Board received advice from outside legal counsel and financial advisor Evercore and approved the merger agreement as advisable. Directors and executive officers hold equity awards that will vest or convert at closing; non-employee directors will have unvested RSUs fully vest, and executives have replacement awards with performance PSUs deemed at 100% of target. These contractual and compensation effects, plus director/executive voting intent, are disclosed and relevant to evaluating alignment. Termination fee mechanics ($351 million Company fee; $702 million Parent fee) and appraisal rights under Delaware law are also material governance elements for stockholders to consider.
Dayforce, Inc. (DAY) è stata d'accordo di essere acquisita da una controllata di Thoma Bravo al prezzo di 70,00 USD per azione in contanti. L'accordo di fusione, datato 20 agosto 2025, prevede che Dayforce diventi una controllata interamente posseduta di Dawn Bidco, LLC, con ogni azione in circolazione (salvo alcune azioni escluse o soggette a valutazione) trasformata nel diritto a ricevere 70,00 USD in contanti. Il Consiglio ha raccomandato all'unanimità l'operazione dopo aver ricevuto l'opinione scritta di fairness di Evercore Group che i 70,00 USD sono equi dal punto di vista finanziario per gli azionisti ordinari (escluse determinate azioni escluse). Si prevede che il finanziamento dell'operazione sia di circa 12,3 miliardi di dollari, fornito tramite impegni di capitale dai Thoma Bravo Funds e finanziamenti a debito impegnati; la fusione non è condizionata dalla disponibilità di finanziamenti. La chiusura resta soggetta alle condizioni consuete, tra cui approvazioni antitrust e regolamentari (HSR, Competition Act, FIRB Australia, OCC e regolatori statali). Aspetti principali della struttura dell'operazione includono il trattamento delle stock option vestite e non vestite, uno scambio obbligatorio di Exchangeable Shares prima della chiusura, diritti di rivalutazione ai sensi della legge del Delaware e disposizioni relative a penali di terminazione (3,51 miliardi di dollari a carico della società e 7,02 miliardi a carico della capogruppo).
Dayforce, Inc. (DAY) ha aceptado ser adquirida por una filial de Thoma Bravo por 70,00 USD por acción en efectivo. El acuerdo de fusión, fechado el 20 de agosto de 2025, contempla que Dayforce se convierta en una subsidiaria de propiedad total de Dawn Bidco, LLC, con cada acción en circulación (excluyendo ciertas acciones excluidas o de tasación) convertida en el derecho a recibir 70,00 USD en efectivo. La Junta recomendó unánimemente la operación tras recibir la opinión escrita de equidad de Evercore Group de que la contraprestación de 70,00 USD era justa desde el punto de vista financiero para los accionistas comunes (excluidas ciertas acciones excluidas). Se prevé que la financiación de la operación sea de aproximadamente 12,3 mil millones de dólares, proporcionada mediante compromisos de capital de los Thoma Bravo Funds y financiación con deuda comprometida; la fusión no está condicionada a la disponibilidad de financiación. El cierre permanece sujeto a condiciones habituales, incluidas aprobaciones antimonopolio y regulatorias (HSR, Competition Act, FIRB Australia, OCC y reguladores estatales). Los aspectos materiales de la operación incluyen el tratamiento de premios de acciones concursales convertibles, un canje obligatorio de Exchangeable Shares antes del cierre, derechos de tasación conforme a la ley de Delaware y disposiciones de tarifa de terminación (351 millones de dólares a cargo de la Compañía y 702 millones a cargo de la Sociedad Controlante).
Dayforce, Inc. (DAY)는 Thoma Bravo의 계열사에 주당 70.00달러 현금으로 인수되기로 합의했습니다. 2025년 8월 20일 자 merger agreement(합병 계약)는 Dayforce가 Dawn Bidco, LLC의 전액출자 자회사로 전환되며, 보류 중인 주식 중 특정 면제 주식 또는 평가 주식을 제외한 각 주식은 현금 70.00달러를 받을 수 있는 권리로 전환되는 것을 골자로 합니다. 이사회는 Evercore Group의 서면 공정성 의견서가 일반 보통주 보유자에게 70.00달러의 보상이 재무적 관점에서 공정하다고 밝힘에 따라 만장일치로 거래를 권고했습니다(특정 면제 주식 제외). 거래 자금 조달은 약 123억 달러로 예상되며 Thoma Bravo Funds의 자본 약정 및 약정된 차입 자금을 통해 제공될 예정이며, 자금 조달 가용성에 거래가 좌우되지는 않습니다. 종결은 일반적인 조건(반독점 및 규제 승인 등 HS R, Competition Act, Australia FIRB, OCC 및 주 규제 기관)을 충족하는 것을 전제로 합니다. 주요 거래 기계적 내용에는 가속 vest 여부가 있는 주식 보상 제도 처리, 종결 전 Exchangeable Shares의 의무적 교환, 델라웨어 법에 따른 평가권, 해지 수수료 조항(회사 3억 5100만 달러, 모회사 7억 0200만 달러)이 포함됩니다.
Dayforce, Inc. (DAY) a accepté d'être rachetée par une entité affiliée à Thoma Bravo au prix de 70,00 USD par action en espèces. L'accord de fusion, daté du 20 août 2025, prévoit que Dayforce devienne une filiale en propriété exclusive de Dawn Bidco, LLC, chaque action en circulation (à l'exception de certaines actions exclues ou d'évaluation) étant convertie en droit de recevoir 70,00 USD en espèces. Le conseil d'administration a recommandé à l'unanimité la transaction après avoir reçu l'avis écrit d'équité d'Evercore Group indiquant que la contrepartie de 70,00 USD est financièrement équitable pour les détenteurs d'actions ordinaires (à l'exception de certaines actions exclues). Le financement de l'opération devrait être d'environ 12,3 milliards de dollars, fourni par des engagements de capitaux des Thoma Bravo Funds et un financement par dette engagé; la fusion n'est pas conditionnée à la disponibilité de financement. La clôture reste soumise à des conditions usuelles, notamment les approbations antitrust et réglementaires (HSR, Competition Act, FIRB Australia, OCC et régulateurs d'État). Les éléments matériels de la transaction comprennent le traitement des actions accordées et non acquises, un échange obligatoire des Exchangeable Shares avant la clôture, des droits d'évaluation selon la loi du Delaware et des clauses d'indemnité de terminaison (351 millions de dollars à la charge de la société et 702 millions à la charge de la société mère).
Dayforce, Inc. (DAY) hat zugestimmt, von einer Tochtergesellschaft von Thoma Bravo für 70,00 USD pro Aktie in bar übernommen zu werden. Die Fusionsvereinbarung vom 20. August 2025 sieht vor, dass Dayforce eine völlig im Besitz der Dawn Bidco, LLC stehende Tochtergesellschaft wird, wobei jede ausstehende Aktie (mit Ausnahme bestimmter ausgeschlossener oder Bewertungsaktien) in das Recht umgewandelt wird, 70,00 USD in bar zu erhalten. Der Vorstand hat den Vorgang einstimmig empfohlen, nachdem er die schriftliche Fairnessbewertung von Evercore Group erhalten hatte, wonach die Gegenleistung von 70,00 USD aus finanzieller Sicht fair für die Inhaber der Stammaktien ist (ausgenommen bestimmte ausgeschlossene Aktien). Die Finanzierung der Transaktion wird voraussichtlich ca. 12,3 Milliarden USD betragen und durch Eigenkapitalzusagen der Thoma Bravo Funds sowie durch verpflichtete Fremdfinanzierung bereitgestellt; die Fusion ist nicht an die Verfügbarkeit von Finanzmitteln gebunden. Der Abschluss bleibt vorbehaltlich üblicher Bedingungen, einschließlich kartellrechtlicher und regulatorischer Genehmigungen (HSR, Competition Act, Australia FIRB, OCC und staatliche Aufsichtsbehörden). Wichtige transaktionsmechanische Punkte umfassen die Behandlung vesteter und nicht vesteter Barzahlungen, einen vor Abschluss obligatorischen Austausch von Exchangeable Shares, Vermögenswert- und Bewertungsrechte nach delawarischem Recht sowie Regelungen zu Kündigungsgebühren (Unternehmen 351 Mio. USD, Muttergesellschaft 702 Mio. USD).
TABLE OF CONTENTS
☒ | Preliminary Proxy Statement |
☐ | Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Under Rule 14a-12 |
☐ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☒ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Sincerely, | |||
DAVID OSSIP | |||
Chief Executive Officer and Chair of the Board | |||
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Items of Business: | 1. | To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of August 20, 2025 (the “merger agreement”), by and among the Company, Dawn Bidco, LLC, a Delaware limited liability company (“Parent”), and Dawn Acquisition Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which and on the terms and subject to the conditions thereof, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent (the “surviving corporation”). We refer to this proposal as the “merger agreement proposal.” | ||||
2. | To consider and vote on a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to our named executive officers in connection with the transactions contemplated by the merger agreement, including consummation of the merger, which proposal we refer to as the “advisory compensation proposal.” | |||||
3. | To consider and vote on a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to adopt the merger agreement, which proposal we refer to as the “adjournment proposal.” | |||||
Record Date: | Only the holders of record of Company common stock at the close of business on [ ], 2025—the record date for the special meeting—and the holder (the “Trustee”) of the one outstanding share of special voting preferred stock, par value $0.01 per share (the “Special Voting Share,” and together with the Company common stock, the “Voting Stock”) will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. | |||||
If you hold Exchangeable Shares, you are entitled to direct the Trustee to cast the number of votes equal to the number of shares of Company common stock issuable upon the exchange of the Exchangeable Shares you held on the record date. | ||||||
General: | The merger agreement proposal must be approved by the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding shares of the Company common stock, and by the Special Voting Share. Assuming a quorum is present, (x) with respect to shares of Company common stock, if you fail to authorize a proxy to vote your shares or vote at the virtual special meeting, fail to instruct your bank, broker or other nominee on how to vote, or abstain from the merger agreement proposal and (y) with respect to Exchangeable Shares, if you fail to direct the Trustee | |||||
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on how to cast the vote with respect to your Exchangeable Shares, it will have the same effect as a vote against the merger agreement proposal. Accordingly, your vote is very important regardless of the number of shares of Company common stock or Exchangeable Shares that you own. Whether or not you plan to attend the virtual special meeting, we request that you vote your shares of Company common stock or Exchangeable Shares promptly. If you attend the virtual special meeting and you are a Company stockholder of record at the close of business on the record date, you may continue to have your shares of Company common stock voted as instructed in your proxy, or you may withdraw your proxy and vote your shares of Company common stock at the virtual special meeting. Holders of Exchangeable Shares will receive a proxy card that contains further details regarding voting instructions. | ||||||
With respect to shares of Company common stock, if you fail to authorize a proxy to vote your shares or to vote at the virtual special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that your shares of Company common stock that you own will not be counted for purposes of determining whether a quorum is present at the virtual special meeting and will have the same effect as a vote “AGAINST” the merger agreement proposal. With respect to Exchangeable Shares, if you fail to direct the Trustee on how to cast votes with respect to your Exchangeable Shares, the number of shares of Company common stock issuable upon the exchange of your Exchangeable Shares will not be counted for purposes of determining whether a quorum is present at the virtual special meeting and will have the same effect as a vote “AGAINST” the merger agreement proposal. | ||||||
The approval of each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote (in person or by represented by proxy) of a majority of the votes cast on the applicable proposal. Assuming a quorum is present, (x) with respect to shares of Company common stock, if you fail to authorize a proxy to vote your shares or vote at the virtual special meeting, or fail to instruct your bank, broker or other nominee on how to vote, and (y) with respect to Exchangeable Shares, if you fail to direct the Trustee on how to cast the vote with respect to your Exchangeable Shares, it will have no effect on the outcome of these proposals. Abstentions (as voted with respect to shares of Company common stock or Exchangeable Shares) will not be considered votes cast and therefore, assuming a quorum is present, will have no effect on the outcome of the advisory compensation proposal or the adjournment proposal. | ||||||
If a quorum is not present or represented at the special meeting of the stockholders, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, may adjourn the special meeting. | ||||||
For Company common stockholders of record, any proxy may be revoked at any time prior to its exercise by delivery of a properly executed, later-dated proxy card, by submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy, by submitting a written revocation of your proxy to our Corporate Secretary, or by voting at the virtual special meeting. For Company common stockholders that hold their shares in “street name,” any proxy may be revoked through such stockholder’s broker, bank or other nominee and in accordance with its procedures or by voting at the virtual special meeting. Attendance at the virtual special meeting alone will not be sufficient to revoke a previously authorized proxy. | ||||||
Holders of Exchangeable Shares will receive a proxy card that contains further details regarding voting instructions, including how to revoke a proxy. | ||||||
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For more information concerning the virtual special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A thereto. | ||||||
The Board has reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board (1) authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement; (2) determined that it is in the best interests of the Company and its stockholders for the Company to enter into the merger agreement and declared the merger agreement advisable; (3) directed that the Company submit the adoption of the merger agreement to a vote of the holders of Company common stock and the holder of the special voting share (acting as Trustee for the holders of Exchangeable Shares (as defined below) (collectively, the “Holders”)) in accordance with the terms of the merger agreement; and (4) resolved to recommend that the Holders adopt the merger agreement (including recommending to holders of Exchangeable Shares to direct the holder of the special voting share to cast the votes corresponding to their Exchangeable Shares to be voted in favor of adopting the merger agreement). | ||||||
Accordingly, the Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. | ||||||
Whether or not you plan to attend the virtual special meeting, we want to make sure your shares of Company common stock and Exchangeable Shares (through the Trustee holding the special voting share) are represented at the meeting. With respect to shares of Company common stock, you may cast your vote by authorizing your proxy in advance of the virtual special meeting by mail, over the internet or by telephone (using the instructions provided in the enclosed proxy card). For voting by mail, please mark, sign, date and return, as promptly as possible, the enclosed proxy card in the postage-paid reply envelope provided. If you attend the special meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the enclosed voting instruction form from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the merger agreement proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal. Holders of Exchangeable Shares will receive a proxy card that contains further details regarding voting instructions. | ||||||
Sincerely, | |||
DAVID OSSIP | |||
Chief Executive Officer and Chair of the Board | |||
Dated: [ ] | |||
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SUMMARY | 1 | ||
The Parties | 1 | ||
The Special Meeting | 2 | ||
Record Date and Stockholders Entitled to Vote; Vote Required to Approve Each Proposal | 2 | ||
Voting by Company Directors and Executive Officers | 3 | ||
The Merger; Certain Effects of the Merger; Consideration To Be Received in the Merger | 3 | ||
Recommendation of the Board | 4 | ||
Opinion of the Company’s Financial Advisor | 4 | ||
Effects on the Company if the Merger Is Not Consummated | 5 | ||
Financing of the Merger | 5 | ||
Limited Guarantee | 6 | ||
Interests of the Company’s Directors and Executive Officers in the Merger | 6 | ||
Treatment of Company Equity Awards | 7 | ||
Company GESPP | 8 | ||
Material U.S. Federal Income Tax Consequences of the Merger | 8 | ||
Regulatory Approvals in Connection with the Merger | 9 | ||
Appraisal Rights | 9 | ||
No Solicitation; Change in Board Recommendation | 10 | ||
Conditions of the Merger | 10 | ||
Termination of the Merger Agreement | 11 | ||
Termination Fees | 13 | ||
Current Price of Company Common Stock | 13 | ||
Additional Information | 14 | ||
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER | 15 | ||
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 24 | ||
THE PARTIES | 25 | ||
Dayforce, Inc. | 25 | ||
Dawn Bidco, LLC | 25 | ||
Dawn Acquisition Merger Sub, Inc. | 25 | ||
THE SPECIAL MEETING | 26 | ||
Date, Time and Place | 26 | ||
Purpose of the Special Meeting | 26 | ||
Recommendation of the Board | 26 | ||
Registering for the Special Meeting | 26 | ||
Record Date and Stockholders Entitled to Vote | 27 | ||
Quorum | 27 | ||
Vote Required | 28 | ||
Voting Procedures | 29 | ||
How Proxies Are Voted | 29 | ||
Revocation of Proxies | 30 | ||
Solicitation of Proxies | 30 | ||
Adjournments | 30 | ||
Voting by Company Directors and Executive Officers | 30 | ||
Appraisal Rights | 31 | ||
Other Matters | 32 | ||
Assistance | 32 | ||
PROPOSAL 1: MERGER AGREEMENT PROPOSAL | 33 | ||
PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL | 34 | ||
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PROPOSAL 3: ADJOURNMENT PROPOSAL | 35 | ||
THE MERGER | 36 | ||
Overview | 36 | ||
Background of the Merger | 36 | ||
Recommendation of the Board | 48 | ||
Reasons for the Merger | 48 | ||
Certain Financial Forecasts | 53 | ||
Opinion of the Company’s Financial Advisor | 56 | ||
Certain Effects of the Merger | 62 | ||
Effects on the Company if the Merger Is Not Consummated | 63 | ||
Financing of the Merger | 63 | ||
Appraisal Rights | 66 | ||
Interests of the Company’s Directors and Executive Officers in the Merger | 70 | ||
Material U.S. Federal Income Tax Consequences of the Merger | 74 | ||
Regulatory Approvals in Connection with the Merger | 77 | ||
Delisting and Deregistration of the Company Common Stock | 78 | ||
THE MERGER AGREEMENT | 79 | ||
Explanatory Note Regarding the Merger Agreement | 79 | ||
Effects of the Merger | 79 | ||
Closing and Effective Time of the Merger | 79 | ||
Directors and Officers of the Surviving Corporation | 80 | ||
Consideration To Be Received in the Merger | 80 | ||
Excluded Shares | 80 | ||
Exchangeable Shares | 80 | ||
Treatment of Company Equity Awards | 81 | ||
Company GESPP | 81 | ||
Payment for Stock | 81 | ||
Transfer Books; No Further Ownership Rights | 82 | ||
Lost, Stolen or Destroyed Certificates | 82 | ||
Termination of Payment Fund | 83 | ||
No Liability | 83 | ||
Appraisal Rights | 83 | ||
Representations and Warranties | 83 | ||
Covenants Regarding Conduct of Business by the Company Pending the Effective Time | 86 | ||
No Solicitation; Change in Board Recommendation | 90 | ||
Efforts to Obtain the Company Stockholder Approval | 93 | ||
Reasonable Best Efforts | 93 | ||
Financing | 96 | ||
Indemnification and Insurance | 98 | ||
Employee Benefits Matters | 100 | ||
Certain Additional Covenants and Agreements | 100 | ||
Conditions of the Merger | 100 | ||
Termination of the Merger Agreement | 101 | ||
Termination Fees | 103 | ||
Fees and Expenses | 104 | ||
Withholding Taxes | 104 | ||
Amendment or Supplement | 104 | ||
Extension of Time, Waiver, etc. | 104 | ||
Governing Law; Jurisdiction | 104 | ||
Specific Enforcement | 104 | ||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 106 | ||
Beneficial Ownership of Company Common Stock | 106 | ||
Beneficial Ownership of Preferred Stock | 108 | ||
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MARKET PRICE AND DIVIDEND INFORMATION | 109 | ||
HOUSEHOLDING | 110 | ||
STOCKHOLDER PROPOSALS | 111 | ||
WHERE YOU CAN FIND ADDITIONAL INFORMATION | 112 | ||
ANNEX A: THE MERGER AGREEMENT | A-113 | ||
ANNEX B: OPINION OF EVERCORE GROUP L.L.C. | B-1 | ||
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• | Some of the Company’s executive officers and directors hold vested Company equity awards, which will be converted into the right to receive a cash payment based on the merger consideration at the effective time; |
• | Each of the Company’s non-employee directors holds unvested Director RSUs, which will fully vest at the effective time; |
• | Each of the Company’s executive officers holds unvested Company RSUs and unvested Company PSUs, which will be converted into the Replacement Awards based on the merger consideration, subject to the same vesting terms and conditions (except that any performance conditions will be deemed achieved at 100% of target performance levels and subject to other specified exceptions). All such Replacement Awards will remain subject to “double-trigger” vesting upon a termination without cause within 12 months following the effective time; |
• | With the exception of Jeffrey Jacobs (Head of Accounting and Financial Reporting), each of the Company’s executive officers is party to an employment agreement that provides for severance payments and benefits in connection with a termination of employment without cause following the effective time; and |
• | The Company’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement, the organizational documents of the Company and its subsidiaries and indemnification agreements the Company and any of its subsidiaries has entered into with its directors and executive officers. |
• | Company Options. Each option to purchase shares of the Company’s common stock (each, a “Company Option”) that is outstanding and vested as of immediately prior to the effective time will be canceled and converted into the right to receive an amount in cash equal to (x) the number of shares of Company common stock subject to such vested Company Option multiplied by (y) the excess, if any, of the merger consideration over the per share exercise price of such vested Company Option. Any unvested Company Option and any vested Company Option with a per share price that is equal to or greater than the merger consideration will, as of the effective time, be canceled for no consideration; |
• | Vested Company RSUs and Vested Company PSUs. Each award of restricted stock units with respect to shares of Company common stock subject to solely time-based vesting conditions (“Company RSUs”) and each award of restricted stock units with respect to shares of Company common stock that vests on the achievement of performance-based goals (“Company PSUs”) that are, in each case, outstanding and vested as of immediately prior to the effective time, will be canceled and converted into the right to receive an amount in cash equal to the number of shares of Company common stock subject to such vested Company RSUs or Company PSUs multiplied by the merger consideration; |
• | Director RSUs. Each award of unvested and unexpired Company RSUs held by a non-employee director (“Director RSUs”) that is outstanding as of immediately prior to the effective time will fully vest and be converted into the right to receive an amount in cash equal to the number of shares of Company common stock subject to such Director RSUs multiplied by the merger consideration; and |
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• | Unvested Company RSUs and Unvested Company PSUs. Each award of unvested Company RSUs and each award of unvested Company PSUs that is, in each case, outstanding as of immediately prior to the effective time and that is not an award of Director RSUs will be canceled and replaced with an award equal to the number of shares of Company common stock subject to such unvested Company RSUs or Company PSUs as of immediately prior to the effective time (with such number of shares, in the case of any such Company PSUs, determined assuming achievement of the applicable performance metrics at 100% of target performance levels), multiplied by the merger consideration, which award will be settled in (x) cash or (y) for holders who are residents of Canada (or other non-U.S. jurisdictions and who are otherwise jointly designated by the Company and Parent) where the conversion to a cash award would result in adverse tax consequences on such holders, a right to receive shares of non-voting preferred stock in a direct or indirect sole equityholder of Parent with a fixed value per share equal to the merger consideration (each, a “Replacement Award”). Each Replacement Award will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested Company RSU or Company PSU (except that, with respect to Company PSUs, any performance conditions will be deemed achieved at 100% of target performance levels). |
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• | no law or judgment enacted, promulgated, issued, entered or amended after the date of the merger agreement by any governmental authority of competent jurisdiction is in effect enjoining or otherwise prohibiting consummation of the merger; |
• | the expiration of the waiting period applicable to the consummation of the merger under the HSR Act or early termination thereof will have been granted, approval under the Competition Act shall have been received, and any waiting period or consent, clearance or approval applicable to the consummation of the merger under the other antitrust laws and FDI laws of the agreed-upon jurisdictions has expired, been terminated, obtained or deemed to have been granted or jurisdiction will have been denied, as applicable; |
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• | an approval or nondisapproval letter from the OCC under the requirements of 12 CFR 5.50 shall have been obtained and remain in full force and effect; |
• | the approvals or notices from certain state financial regulatory authorities shall have been obtained and remain in full force and effect; and |
• | the receipt of the Company stockholder approval. |
• | the truthfulness and correctness of representations and warranties of the Company to the extent specified in the merger agreement, subject to certain materiality qualifications; |
• | the Company having complied with or performed in all material respects the obligations required to be complied with or performed by the Company at or prior to the effective time under the merger agreement; |
• | the absence of any material adverse effect (as defined under “The Merger Agreement—Representations and Warranties”) occurring after the date of the merger agreement; and |
• | the receipt by Parent and Merger Sub of a certificate of the Company, validly executed for and on behalf of the Company by a duly authorized executive officer thereof, certifying that the conditions set forth above have been satisfied. |
• | the truthfulness and correctness of representations and warranties of Parent and Merger Sub to the extent specified in the merger agreement, subject to certain materiality qualifications; |
• | Parent and Merger Sub having complied with or performed, in all material respects, the obligations required to be complied with or performed by them at or prior to the effective time under the merger agreement; and |
• | the receipt by the Company of a certificate of Parent and Merger Sub, validly executed for and on behalf of Parent and Merger Sub and in their respective name by a duly authorized executive officer thereof, certifying that the conditions set forth above have been satisfied. |
• | the effective time has not occurred on or prior to May 21, 2026 (the “outside date”); provided that this right to terminate the merger agreement will not be available to a party if the breach by such party of its representations and warranties set forth in the merger agreement or the failure of such party to perform any of its obligations under the merger agreement has been a principal cause of or resulted in the failure of the effective time to occur on or before the outside date; |
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• | any outstanding order, judgment, injunction, ruling, writ or decree of any governmental authority (“judgment”) having the effect set forth in the first bullet described above in the section of this proxy statement entitled “Conditions of the Merger” is in effect and has become final and nonappealable; provided that this right to terminate will not be available to a party if the breach by such party of its representations and warranties set forth in the merger agreement or the failure of such party to perform any of its obligations under the merger agreement has been a principal cause of or resulted in the issuance or entry of such judgment, including if such party failed to use the required efforts to prevent the issuance or entry of and to remove such judgment in accordance with its obligations set forth under the section of this proxy statement entitled “The Merger Agreement—Reasonable Best Efforts”; or |
• | the special meeting of Company stockholders (including any adjournments or postponements thereof) has concluded and Company stockholder approval is not obtained. |
• | the Company has breached or failed to perform any of its covenants or agreements set forth in the merger agreement or any of its representations or warranties in the merger agreement have become inaccurate, which breach or failure to perform or inaccuracy (1) would give rise to the failure of any of the conditions set forth under the sixth and seventh bullets described above in the section of this proxy statement entitled “Conditions of the Merger” and (2) is incapable of being cured prior to the outside date or, if curable by such date, is not cured within the earlier of (a) 45 calendar days after written notice of such breach, failure to perform or inaccuracy, stating Parent’s intention to terminate the merger agreement pursuant to this right to terminate and the basis for such termination, is given by Parent to the Company and (b) the outside date; provided that Parent will not have the right to terminate the merger agreement pursuant to this right to terminate if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement; or |
• | the Board or a committee thereof has made an adverse recommendation change. |
• | either Parent or Merger Sub has breached or failed to perform any of its covenants or agreements set forth in the merger agreement or any of their representations or warranties in the merger agreement has become inaccurate, which breach or failure to perform or inaccuracy (1) would give rise to the failure of any of the conditions set forth under the tenth and eleventh bullets described above in the section of this proxy statement entitled “Conditions of the Merger” and (2) is incapable of being cured prior to the outside date or, if curable by such date, is not cured within the earlier of (a) 45 calendar days after written notice of such breach, failure to perform or inaccuracy, stating the Company’s intention to terminate the merger agreement pursuant to this right to terminate and the basis for such termination, is given by the Company to Parent and (b) the outside date; provided that the Company will not have the right to terminate the merger agreement pursuant to this right to terminate if the Company is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement; |
• | prior to receipt of Company stockholder approval, in connection with entering into a Company acquisition agreement providing for a superior proposal in accordance with the applicable terms of the merger agreement; provided that prior to or concurrently with such termination the Company pays or causes to be paid the Company termination fee; or |
• | (1) the conditions set forth under the first through ninth bullets described above in the section of this proxy statement entitled “Conditions of the Merger” have been satisfied or waived on the date the |
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• | the merger agreement is terminated (1) by Parent pursuant to the provisions described in the second bullet point described above in the section of this proxy statement entitled “Termination of the Merger Agreement—Termination by Parent” or (2) by the Company pursuant to the provisions described in the second bullet point described above in the section of this proxy statement entitled “Termination of the Merger Agreement—Termination by the Company”; and the amount will be paid in the case of clause (1), within two business days after such termination or in the case of clause (2), simultaneously with such termination; or |
• | (1) the merger agreement is terminated by the Company or Parent pursuant to the provisions described in the third bullet point described above in the section of this proxy statement entitled “Termination of the Merger Agreement—Termination by Either the Company or Parent” or by Parent pursuant to the provisions described in the first bullet point described above in the section of this proxy statement entitled “Termination of the Merger Agreement—Termination by Parent”; and (2) (a) a bona fide takeover proposal has been publicly made, proposed or communicated by a third party after the date of the merger agreement and not withdrawn prior to the special meeting of Company stockholders and (b) within twelve months after the date the merger agreement is terminated, the Company consummates, or enters into a definitive agreement providing for and later consummates, a takeover proposal, and the amount will be paid within two business days after the consummation of such takeover proposal; provided that purposes of clauses (1) and (2) above the references to “20%” in the definition of takeover proposal will be deemed to be references to “50%.” |
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Q: | Why am I receiving this proxy statement? |
A: | On August 20, 2025, the Company entered into the merger agreement with Parent and Merger Sub. Pursuant to the terms of the merger agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. |
Q: | As a holder of Company common stock, what will I receive in the merger? |
A: | If the merger is consummated, you will be entitled to receive $70.00 in cash, without interest and subject to any applicable withholding taxes, for each share of Company common stock that you own immediately prior to the effective time. |
Q: | What will happen to the Exchangeable Shares? |
A: | Under the terms of the merger agreement, prior to the effective time of the merger, the Company is required to cause Dayforce Canada Ltd. to acquire pursuant to the applicable articles of Ceridian AcquisitionCo ULC each outstanding Exchangeable Share (other than those owned by the Company or its subsidiaries) in exchange for one share of Company common stock, all in accordance with the terms and conditions of certain agreements governing the Exchangeable Shares and the articles of Ceridian AcquisitionCo ULC. We refer to this as the “Mandatory Exchange.” For the avoidance of doubt, holders of the Exchangeable Shares will retain the ability prior to the consummation of the Mandatory Exchange to exchange Exchangeable Shares for shares of Company common stock in accordance with the articles of Ceridian AcquisitionCo ULC. As described above, each share of Company common stock issued and outstanding immediately prior to the effective time will be canceled and converted automatically into, and will thereafter represent only, the right to receive $70.00 in cash, without interest. |
Q: | When and where is the special meeting of our stockholders? |
A: | The special meeting of Company stockholders will be held on [ ] at [ ], Eastern Time, in a virtual-only meeting format. We are conducting the special meeting in a virtual-only format, so our stockholders can participate from any geographic location with Internet connectivity. We believe this enhances accessibility to the special meeting for all of our stockholders and reduces the carbon footprint of our activities. Company stockholders will not be able to physically attend the special meeting. |
Q: | Who is entitled to attend and vote at the special meeting? |
A: | Only Company common stockholders of record at the close of business on [ ], the record date for the special meeting, and the Trustee will be entitled to notice of, and to vote at, the special meeting and any |
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Q: | What proposals will be considered at the special meeting? |
A: | At the special meeting, the Holders will be asked to consider and vote on the following proposals: |
• | the merger agreement proposal; |
• | the advisory compensation proposal; and |
• | the adjournment proposal. |
Q: | How does the Board recommend that I vote? |
A: | The Board recommends a vote “FOR” the merger agreement proposal, “FOR” the advisory compensation proposal and “FOR” the adjournment proposal. |
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Q: | What constitutes a quorum for purposes of the special meeting? |
A: | A majority of the shares of all issued and outstanding stock entitled to vote on the record date must be present in person at the special meeting or represented by proxy to constitute a quorum. For purposes of determining whether a quorum is present, “all issued and outstanding stock entitled to vote” will include the number of shares of Company common stock issuable upon the exchange of the Exchangeable Shares. |
Q: | What vote of our stockholders is required to approve each of the proposals? |
A: | The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding shares of Voting Stock. Under Delaware law and the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. Note that you may vote to approve the merger agreement proposal and vote not to approve the advisory compensation proposal or adjournment proposal and vice versa. Abstentions, failures to vote (including, in the case of Company common stock, a failure to authorize a proxy to vote on your behalf and, in the case of Exchangeable shares, a failure to direct the Trustee on how to cast the vote with respect to your Exchangeable Shares) and broker non-votes will have the same effect as a vote “AGAINST” the merger agreement proposal. |
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Q: | How do the Company’s directors and executive officers intend to vote? |
A: | As of September 8, 2025, the directors and executive officers of the Company beneficially owned an aggregate of 7,183,988 shares of Company common stock (including shares of Company common stock issuable upon the exchange of the Exchangeable Shares), or approximately 4.5% of the then-outstanding Voting Stock. We currently expect that all directors and executive officers of the Company will vote their shares of Company common stock or Exchangeable Shares (through the Trustee) “FOR” each of the proposals to be presented at the special meeting. For more information regarding the security ownership of directors and executive officers of the Company, see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.” |
Q: | Do any of the Company’s directors or executive officers have any interests in the merger that are different from, or in addition to, my interests as a Company stockholder? |
A: | In considering the recommendation of the Board with respect to the merger, the Company’s stockholders and holders of Exchangeable Shares should be aware that the directors and executive officers of the Company may have certain interests in the merger that are different from, or in addition to, the interests of the Company’s stockholders and holders of Exchangeable Shares generally. The Board was aware of these interests and considered them, among other matters, in making its recommendation that the Company’s stockholders and holders of Exchangeable Shares vote to approve the merger agreement proposal and the advisor compensation proposal. These interests include, among others, the following: |
• | Some of the Company’s executive officers and directors hold vested Company equity awards, which will be converted into the right to receive a cash payment based on the merger consideration at the effective time; |
• | Each of the Company’s non-employee directors holds unvested Director RSUs, which will fully vest at the effective time; |
• | Each of the Company’s executive officers holds unvested Company RSUs and unvested Company PSUs, which will be converted into the Replacement Awards based on the merger consideration, subject to the same vesting terms and conditions (except that any performance conditions will be deemed achieved at 100% of target performance levels and subject to other specified exceptions). All such Replacement Awards will remain subject to “double-trigger” vesting upon a termination without cause within 12 months following the effective time; |
• | With the exception of Jeffrey Jacobs (Head of Accounting and Financial Reporting), each of the Company’s executive officers is party to an employment agreement that provides for severance payments and benefits in connection with a termination of employment without cause following the effective time; and |
• | The Company’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement, the organizational documents of the Company and its subsidiaries and indemnification agreements the Company and any of its subsidiaries has entered into with its directors and executive officers. |
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Q: | What will happen to outstanding Company equity awards in the merger? |
A: | At the effective time, outstanding Company equity awards will be treated as follows, subject to all required withholding taxes: |
• | Company Options. Each Company Option that is outstanding and vested as of immediately prior to the effective time will be canceled and converted into the right to receive an amount in cash equal to (x) the number of shares of Company common stock subject to such vested Company Option multiplied by (y) the excess, if any, of the merger consideration over the per share exercise price of such vested Company Option. Any unvested Company Option and any vested Company Option with a per share price that is equal to or greater than the merger consideration will, as of the effective time, be canceled for no consideration; |
• | Vested Company RSUs and Vested Company PSUs. Each award of Company RSUs and each award of Company PSUs that are, in each case, outstanding and vested as of immediately prior to the effective time, will be canceled and converted into the right to receive an amount in cash equal to the number of shares of Company common stock subject to such vested Company RSUs or Company PSUs multiplied by the merger consideration; |
• | Director RSUs. Each award of Director RSUs that is outstanding as of immediately prior to the effective time will fully vest and be converted into the right to receive an amount in cash equal to the number of shares of Company common stock subject to such Director RSUs multiplied by the merger consideration; and |
• | Unvested Company RSUs and Unvested Company PSUs. Each award of unvested Company RSUs and each award of unvested Company PSUs that is, in each case, outstanding as of immediately prior to the effective time and that is not an award of Director RSUs will be canceled and replaced with a Replacement Award based on the merger consideration. Each Replacement Award will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested Company RSUs or Company PSUs (except that, with respect to Company PSUs, any performance conditions will be deemed achieved at 100% of target performance levels). |
• | See “The Merger Agreement—Treatment of Company Equity Awards.” |
Q: | What will happen to my participation in the Company’s Employee Stock Purchase Plan (GESPP)? |
A: | Following the date of the merger agreement, no new offering periods or purchase periods may be commenced pursuant to the Company GESPP, and no employees may newly participate in or increase their contribution rates or purchase elections pursuant to the Company GESPP. If the effective time occurs prior to the end of any outstanding offering period in existence under the Company GESPP as of August 20, 2025 all outstanding purchase rights under the Company GESPP will automatically be exercised, in accordance with the terms of the Company GESPP, no later than five business days prior to the effective time and the Company GESPP will terminate at such time (such date, the “Final Exercise Date”). Each share of Company common stock purchased on the Final Exercise Date will be canceled at the effective time and converted into the right to receive the merger consideration in the same manner as other Company stockholders (less applicable tax withholding). |
Q: | What happens if I transfer my Company common stock before the special meeting? |
A: | The record date for the special meeting is earlier than the date of the special meeting. If you own Company common stock on the record date and transfer your shares after the record date but prior to the special meeting, you will retain your right to vote such shares of Company common stock at the special meeting. However, the right to receive the merger consideration will pass to the person to whom you transferred your shares of Company common stock. |
Q: | What happens if I transfer or redeem my Exchangeable Share before the special meeting? |
A: | The record date for the special meeting is earlier than the date of the special meeting. If you own Exchangeable Shares on the record date and transfer or redeem your Exchangeable Shares after the record date but prior to the special meeting, you will retain your right to direct the Trustee on how to cast the votes corresponding to such Exchangeable Shares at the special meeting. |
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Q: | How do I vote if I am a Company common stockholder of record or hold my shares in “street name”? |
A: | If you are a Company common stockholder of record, you may vote in advance by authorizing a proxy for the special meeting by completing, signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided or by granting your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). You may also vote by attending the virtual special meeting and voting during the live webcast. |
Q: | How do I vote if I am a holder of Exchangeable Shares? |
A: | If you hold Exchangeable Shares, you are entitled to direct the Trustee to cast the number of votes equal to the number of shares of Company common stock issuable upon the exchange of the Exchangeable Shares you held on the record date. The Trustee will vote pursuant to your voting instructions, which must be received prior to [ ] EST on [ ], 2025. Holders of Exchangeable Shares will receive a proxy card that contains further details regarding voting instructions. |
Q: | What will happen if I abstain from voting or fail to vote on any of the proposals? |
A: | The approval of the merger agreement proposal requires the affirmative vote (in person or by proxy) of the holders of a majority in voting power of the outstanding shares of Voting Stock entitled to vote on the matter. Assuming a quorum is present, (x) with respect to shares of Company common stock, if you fail to authorize a proxy to vote your shares or vote at the virtual special meeting, fail to instruct your bank, broker or other nominee on how to vote, or abstain from the merger agreement proposal and (y) with respect to Exchangeable Shares, if you fail to direct the Trustee on how to cast the vote with respect to your Exchangeable Shares, it will have the same effect as a vote “AGAINST” the merger agreement proposal. Accordingly, your vote is very important regardless of the number of shares of Company common stock or Exchangeable Shares that you own. Whether or not you plan to attend the virtual special meeting, we request that you vote your shares of Company common stock or Exchangeable Shares promptly. Holders of Exchangeable Shares will receive a proxy card that contains further details regarding voting instructions. |
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Q: | If I am a holder of Company common stock, can I change my vote after I have delivered my proxy? |
A: | Yes. For the Company common stockholders of record, any time after you have submitted a proxy and before the proxy is exercised, you may revoke or change your vote in one of four ways: |
• | you may submit a new proxy card bearing a later date (which automatically revokes the earlier proxy) in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting Procedures”; |
• | you may submit a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy; |
• | you may submit a written notice of revocation to the Company’s Corporate Secretary at Dayforce, Inc., 3311 East Old Shakopee Road, Minneapolis, MN 55425; or |
• | you may attend the virtual special meeting and vote during the live webcast. Attendance at the virtual special meeting will not, in itself, constitute revocation of a previously granted proxy. |
Q: | If I am a holder of Exchangeable Shares, can I change my vote after I have delivered my instructions to the Trustee? |
A: | Yes. Holders of Exchangeable Shares will receive a proxy card that contains further details regarding voting instructions, including on how to change their votes after they have delivered instructions to the Trustee. |
Q: | What should I do if I receive more than one set of voting materials? |
A: | You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your Company common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Company common stock. You may also receive multiple copies of this proxy statement or multiple proxy or voting instruction cards if you hold both shares of Company common stock and Exchangeable Shares. Please submit each proxy and voting instruction card that you receive to ensure that all of your shares of Company common stock and Exchangeable Shares are voted. |
Q: | If I hold my Company common stock in certificated form, should I send in my stock certificates now? |
A: | No. Parent will designate a bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of the merger consideration in accordance with the merger agreement. At or prior to the effective time, Parent will deposit or cause to be deposited with the paying agent an amount in cash sufficient to pay the aggregate merger consideration. Promptly after the effective time, and in any event not later than the fifth business day after the effective time, Parent and the surviving corporation will cause the paying agent to mail to each holder of record of Company common stock entitled to the merger consideration a letter of transmittal and instructions advising such Company stockholder how to surrender its certificates representing shares of Company common stock in exchange for the merger consideration. Each holder of Company common stock will be entitled to receive the merger consideration on surrender of such certificates for cancelation to the paying agent, together with the associated letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the paying agent. You should not return your stock certificates |
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Q: | Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my Company common stock? |
A: | Yes. Company common stockholders are entitled to appraisal rights under Section 262 of the DGCL so long as they take certain actions and meet certain conditions, including that they do not vote (in person or by proxy) in favor of the merger agreement proposal. For more information regarding appraisal rights, see “The Merger—Appraisal Rights.” Failure to strictly comply with Section 262 of the DGCL may result in your waiver of, or inability to exercise, appraisal rights. |
Q: | When is the merger expected to be consummated? |
A: | We currently expect to consummate the merger in early 2026, subject to receipt of the Company stockholder approval and the required regulatory approvals and the satisfaction or waiver of the other conditions to the merger described in the merger agreement. |
Q: | What effect will the merger have on the Company? |
Q: | What happens if the merger is not consummated? |
A: | In the event that the Company stockholder approval is not obtained or if the merger is not consummated for any other reason, Company stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, the Company common stock will continue to be listed and traded on NYSE and the TSX, the Company common stock will continue to be registered under the Exchange Act, the Company will remain a reporting issuer in certain jurisdictions in Canada, and the Company stockholders will continue to own their shares of Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock. Additionally, it is also expected that in such situation, the Exchangeable Shares will remain outstanding. |
Q: | What is householding and how does it affect me? |
A: | The SEC has approved rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more of the Company common |
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Q: | Who can help answer my questions? |
A: | If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact our proxy solicitation agent: |
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• | to consider and vote on the merger agreement proposal; |
• | to consider and vote on the advisory compensation proposal; and |
• | to consider and vote on the adjournment proposal. |
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• | you may submit a new proxy card bearing a later date (which automatically revokes the earlier proxy or voting instructions) in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting—Voting Procedures”; |
• | you may submit a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy; |
• | you may submit a written notice of revocation to the Company’s Corporate Secretary at Dayforce, Inc., 3311 East Old Shakopee Road, Minneapolis, MN 55425; or |
• | you may attend the virtual special meeting and vote during the live webcast. Attendance at the virtual special meeting will not, in itself, constitute revocation of a previously granted proxy. |
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• | authorized and approved the execution, delivery and performance by the Company of the merger agreement and the consummation by the Company of the transactions contemplated by the merger agreement; |
• | determined that it is in the best interests of the Company and its stockholders for the Company to enter into the merger agreement and declared the merger agreement advisable; |
• | directed that the Company submit the adoption of the merger agreement to a vote of the Holders in accordance with the terms of the merger agreement; and |
• | resolved to recommend that the Holders adopt the merger agreement (including recommending to holders of Exchangeable Shares to direct the holder of the special voting share to cast the votes corresponding to their Exchangeable Shares to be voted in favor of adopting the merger agreement). |
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• | The merger consideration represents a significant premium over the unaffected share price of the Company common stock. The merger consideration of $70.00 per share represented a 32% premium over the $52.88 closing price of the Company common stock on August 15, 2025, the last trading day prior to the Bloomberg report regarding a potential transaction. |
• | Cash consideration. The Board considered the fact that the merger consideration is all cash, which provides certain, immediate value and liquidity to holders of Company common stock, especially when viewed against any internal or external risks and uncertainties associated with the Company’s stand-alone strategy, immediately upon the closing of the merger. The Board weighed the certainty of realizing a compelling value for shares of Company common stock by virtue of the merger against the uncertainty regarding the trading value for the Company’s common stock and the risks to the Company’s business. |
• | The risks relating to remaining a stand-alone company based on its knowledge of the Company’s business, strategy, financial performance and prospects. The Board evaluated the Company’s long-term strategic plan were it to remain an independent public company including the long range plan and financial forecasts prepared by the Company’s senior management, which reflect an application of various assumptions, and the inherent uncertainty of achieving these forecasts, as set forth below under the section of this proxy statement entitled “ —Certain Financial Forecasts,” and that as a result the Company’s actual financial results in future periods could differ materially from the long range plan and forecasts, including as a result of the significant risks associated with executing such plan. This evaluation included the Board’s review of the Company’s business, operations, financial condition, earnings, prospects, competitive position and the nature of the HCM industry in which the Company operates, including the potential impact (which cannot be quantified) of those factors on the trading price of the Company’s common stock. The Board ultimately determined that the certainty of value provided by the acquisition of the Company by Parent for $70.00 per share in cash was more favorable to Company stockholders than the risk-adjusted value of remaining an independent public company, after accounting for the significant risks and uncertainties that the Company would face if it continued to operate on a standalone public company basis. Such risks include: |
• | the HCM industry is highly competitive with increasing competitive intensity as larger incumbents move into the mid-market portion of the industry in which the Company primarily operates; |
• | the Company’s ability to continue to substantially grow sales and revenue; |
• | the Company’s ability to sustain and expand margins including as it is in the process of seeking to expand and grow revenue while maintaining the high quality of its services; |
• | the Company’s ability to achieve the financial targets announced as part of its long range plan including $1 billion in free cash flow by 2031; |
• | the Company’s revenue mix relative to its peers including the composition of “float” revenue earned for the investing of customer funds and the composition of services-related revenue; |
• | trading multiples for the HCM industry and for the Company relative to its peers; |
• | that the Company trades at a premium to its peers based on unlevered free cash flow which is amplified with the inclusion of share based compensation expense; |
• | that the Company may face increasing pressure over time for the Company to reduce its share based compensation expense which may create risk in the Company’s ability to retain and incentivize its employees; |
• | the impact of artificial intelligence (AI) on the Company’s business including as a result of impacts on employment and workforce levels generally as well as the Company’s ability to successfully innovate, scale and monetize its investment in using AI in its business; |
• | macroeconomic risks that may impact the Company, including the impact of declining interest rates on its float revenue and the impact of reduced employment levels on its revenues; |
• | operational risks that would negatively impact the Company’s reputation with its customers including the Company’s ability to manage its software infrastructure and technology to provide a high level of customer service and reliability; the risk of an information security breach of the |
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• | Fully negotiated and tested price. The Board considered the course and history of the negotiations with Thoma Bravo (as described in more detail under the section of this proxy statement captioned “—Background of the Merger”), including the lead role played by the independent members of the Board in the negotiations and transaction process, which negotiations the Board believed resulted in the Company obtaining the highest and best price that Thoma Bravo was willing to pay for the Company. It is the Board’s belief that, based on these negotiations with representatives of Thoma Bravo, that any attempt to insist on a further price increase would have created a meaningful risk that Thoma Bravo would terminate negotiations or lower its price, in which event Company stockholders would lose the opportunity to obtain the proposed $70.00 per share of Company common stock in cash being offered. |
• | Opinion of Evercore. The Board considered the financial analyses reviewed and discussed with the Board by representatives of Evercore, as well as the opinion of Evercore, which written opinion is attached to this proxy statement as Annex B, rendered to the Board, that as of August 20, 2025, and based upon and subject to the various qualifications, assumptions, limitations and other matters set forth therein, the merger consideration to be received by the holders of shares of Company common stock was fair, from a financial point of view, to such holders, as set forth in such opinion as more fully described below in the section of this proxy statement entitled “—Opinion of the Company’s Financial Advisor.” |
• | Other alternatives. In addition to comparing the Thoma Bravo transaction to the Company’s stand-alone plan, the Board also thoroughly considered other potential strategic alternatives. After considering the limited number of counterparties, financial or strategic, who could potentially acquire the Company, none was considered by the Board (including based on the views of senior management and representatives of Evercore) to likely be willing or able to offer more attractive value to the Company’s stockholders than Thoma Bravo. The Board considered the attractiveness of the $70 per share price offered by Thoma Bravo, the lack of a higher proposal resulting from the Company’s discussions with Financial Sponsor A and other parties with whom senior management had engaged, the lack of any indication of interest following the Bloomberg report regarding a potential transaction, uncertainty in the ability of other parties’ ability to complete a potential acquisition of the Company, including the need for significant equity and debt financing by any financial buyer and the complexities and risk involved in executing a consortium bid, and a lack of interest from strategic counterparties in a transaction with the Company given their strategic priorities and potential fit of the Company with other parties in the industry. |
• | Capabilities of Thoma Bravo. The Board considered the consolidated financial strength and industry expertise of Thoma Bravo, including Thoma Bravo’s successful track record in completing transactions with other companies, and in particular other public companies. |
• | Availability and certainty of financing. The Board considered the fact that the merger is not subject to a financing condition, that the Thoma Bravo Funds have obtained committed debt financing for the merger from reputable financing sources, and that the Thoma Bravo Funds have committed to make available and provide to Parent, pursuant to the equity commitment letter, the full amount necessary, along with the committed debt financing, to fund the aggregate merger consideration, as further described below in the section of this proxy statement entitled “—Financing of the Merger.” The Board also considered the fact that if any portion of the debt financing for the merger becomes unavailable, Parent is required to use reasonable best efforts to obtain alternative financing in an amount sufficient to consummate the merger. |
• | Merger agreement. The Board considered the terms and conditions of the merger agreement, including the structure of the transaction, the all-cash form of the merger consideration, the limited conditions to |
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• | the provisions of the merger agreement that permit the Company to obtain specific performance of Parent’s obligations under the merger agreement, including to use its reasonable best efforts to obtain debt financing; |
• | the provisions of the merger agreement and equity commitment letter that permit the Company, if the debt financing is available at closing, to force the equity financing to be funded and Parent to consummate the merger; |
• | the provisions of the merger agreement that permit the Company, in response to certain unsolicited takeover proposals, to furnish information to and conduct discussions and negotiations with third parties prior to the Company stockholder approval under certain circumstances and, under certain conditions, to accept a superior proposal, and the Company’s corresponding right to terminate the merger agreement (subject to the payment to Parent of the Company termination fee of $351 million and certain rights of Parent to match the superior proposal) in order to enter into a definitive agreement providing for the consummation of such superior proposal; |
• | the provisions of the merger agreement that permit the Board, prior to obtaining stockholder approval of the merger agreement proposal, not to include, or to withdraw or modify in a matter adverse to Parent, its recommendation in the proxy statement to the Company’s stockholders to vote to adopt the merger agreement under certain circumstances relating to a superior proposal or intervening event, subject to payment to Parent of the Company termination fee of $351 million if Parent elects to terminate the merger agreement in such circumstances, and that the amount of the Company termination fee is comparable to termination fees in transactions of a similar size, is reasonable, would not likely deter competing bids and would not likely be required to be paid unless the Company entered into a more favorable transaction; |
• | the fact that the Thoma Bravo Funds have provided a limited guarantee, which supports Parent’s obligation to pay the Parent termination fee and certain damages to the extent payable, in favor of the Company as described below in the section of this proxy statement entitled “—Financing of the Merger”; and |
• | the other terms and conditions of the merger agreement, the debt and equity financing documents and the limited guarantee, which were reviewed by the Board with the Company’s financial advisor and outside legal counsel, and the fact that such terms were the product of arm’s-length negotiations between the parties. |
• | Probability of consummation of the merger. The Board considered the high probability that the merger would be consummated in a reasonable timeframe and in an orderly manner, which could reduce the period during which the Company’s business would be subject to the potential uncertainty of closing and related disruption. The Board based this consideration on, among other things, the Board’s belief, including based on advice of counsel, that all required regulatory approvals will be obtained and the absence of a financing contingency and the $702 million Parent termination fee, payable to the Company if the merger agreement is terminated in certain circumstances, payment of which is guaranteed by the Thoma Bravo Funds as described under “—Financing of the Merger—Limited Guarantee” pursuant to the limited guarantee delivered by it, the Thoma Bravo Funds’ ability to complete large acquisition transactions and Thoma Bravo’s experience with transactions in the software industry. |
• | Stockholders’ ability to reject the merger. The Board considered the fact that the merger would be subject to the approval of Company common stockholders and holders of Exchangeable Shares (voting through the Trustee), and Company common stockholders and holders of Exchangeable Shares (voting through the Trustee) would be free to reject the merger by voting against the adoption of the merger agreement. |
• | Appraisal rights. The Board considered the availability of appraisal rights under the DGCL to Company common stockholders who do not vote for approval of the merger agreement and who |
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• | Risks associated with failure to consummate the merger on a timely basis or at all. The Board considered the risks and costs to the Company if the merger does not close on the terms or timeline currently contemplated or at all due to a failure of certain conditions, including with respect to the required approval of the transaction by the required regulatory authorities, including: |
• | the trading price of Company common stock may decline to the extent that the market price of the Company common stock currently reflects positive market assumptions that the merger will be consummated; |
• | the potential negative impact on the Company’s ability to attract, hire and retain key employees, as current and prospective employees may experience uncertainty about their future roles with the Company following the merger; |
• | the potential disruption to the Company’s business and distraction of its workforce and management team from day-to-day operations and from pursuing other opportunities that could be beneficial to the Company, in each case without realizing any of the benefits of having the merger completed; and |
• | reputational harm to the Company’s relationships with investors, customers, suppliers, business partners and other third parties due to the adverse perception of any failure to successfully complete the merger. |
• | Restrictions on the operation of our business. The Board considered the restrictions on the conduct of the Company’s business prior to the consummation of the merger, which may delay or prevent the Company from undertaking certain significant financing transactions and business opportunities that may arise or any other action that it might otherwise take with respect to the operations and strategy of the Company, even if such actions would prove beneficial to the Company. |
• | Regulatory risk. The Board considered the risk that the parties may incur significant costs and material delays resulting from seeking regulatory approvals and other clearances, consents and approvals necessary for consummation of the merger as well as the risk that regulatory agencies may delay, object to or challenge the merger or that such approvals may not be obtained or may be subject to conditions that constitute a materially burdensome regulatory condition. In this regard, the Board considered the provisions of the merger agreement related to obtaining the regulatory approvals required to complete the merger, including the allocation of risk under the merger agreement relating to obtaining regulatory approvals. |
• | Ability to respond to alternative proposals. The Board considered the fact that the provisions of the merger agreement that restrict the Company’s ability to solicit or participate in discussions or negotiations regarding alternative takeover proposals with third parties, subject to specified exceptions, and that require the Company to negotiate with Parent (if Parent desires to propose revisions to the merger agreement and negotiate) prior to the Company being able to terminate the merger agreement to accept a superior proposal. The Board further considered the possibility that the Company’s obligation to pay the Company termination fee of $351 million to Parent upon the termination of the merger agreement under certain circumstances could discourage other potential acquirors from making an alternative proposal to acquire the Company. |
• | No stockholder participation in future earnings or growth. The nature of the merger as an all cash transaction means that the Company’s stockholders are receiving a fixed value for their shares of common stock in the Company and will not participate in any future earnings or growth. |
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• | Tax treatment. The Board considered the fact that the exchange of common stock for cash pursuant to the merger would be a taxable transaction for U.S. federal income tax purposes. |
• | Effects of the merger announcement. The effects of the public announcement of the merger, including the: (1) effects on the Company’s employees, customers, operating results and stock price; (2) impact on the Company’s ability to attract and retain management, sales and marketing and technical personnel; and (3) potential for litigation in connection with the merger. |
• | Other risks. The Board considered various other risks associated with the merger and the business of the Company, as more fully described above in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” |
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Fiscal Year Ending December 31,(1) | ||||||||||||||||||||||||||||||||||||
($ in millions) | 2026E | 2027E | 2028E | 2029E | 2030E | 2031E | 2032E | 2033E | 2034E | 2035E | ||||||||||||||||||||||||||
Total Revenue | $2,184 | $2,458 | $2,779 | $3,150 | $3,562 | $4,012 | $4,443 | $4,836 | $5,170 | $5,428 | ||||||||||||||||||||||||||
Adjusted EBITDA(2) | $757 | $900 | $1,067 | $1,271 | $1,493 | $1,737 | $1,923 | $2,093 | $2,237 | $2,349 | ||||||||||||||||||||||||||
Unlevered Free Cash Flow.... (Pre Share-Based Compensation)(3) | $416 | $495 | $611 | $717 | $871 | $1,056 | $1,206 | $1,350 | $1,486 | $1,607 | ||||||||||||||||||||||||||
Unlevered Free Cash Flow.... (Post Share-Based Compensation)(4) | $211 | $275 | $376 | $467 | $606 | $776 | $907 | $1,038 | $1,166 | $1,285 | ||||||||||||||||||||||||||
(1) | The financial forecasts for fiscal years 2032 – 2035 were prepared by the management of the Company using extrapolation, assuming linear decrease in revenue growth rate to perpetuity growth rate mid-point (5%), 2031E EBITDA margins held, normalized share-based compensation expense (20% of operating expense) and capitalized research and development (3.5% of revenue) by terminal year. |
(2) | Adjusted EBITDA, a non-GAAP term, is defined as net income (loss) before interest, taxes, depreciation, and amortization, as adjusted to exclude share-based compensation expense and related employer taxes, and certain other items. |
(3) | Unlevered Free Cash Flow (Pre Share-Based Compensation), a non-GAAP term, is defined as Adjusted EBITDA minus taxes, capital expenditures, capitalized commissions, changes in net working capital, and certain other items. |
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(4) | Unlevered Free Cash Flow (Post Share-Based Compensation), a non-GAAP term, is defined as Adjusted EBITDA minus share-based compensation, taxes, capital expenditures, capitalized commissions, changes in net working capital, and certain other items. |
(i) | reviewed certain publicly available business and financial information relating to the Company that Evercore deemed to be relevant, including publicly available research analysts’ estimates; |
(ii) | reviewed certain internal projected financial data relating to the Company prepared and furnished to Evercore by management of the Company, as approved for Evercore’s use by the Company (which are referred to in this section as the “Forecasts” as more fully described in the section of this proxy statement entitled “—Certain Financial Forecasts”); |
(iii) | discussed with management of the Company their assessment of the past and current operations of the Company, the current financial condition and prospects of the Company, and the Forecasts; |
(iv) | reviewed the reported prices and the historical trading activity of the Company common stock; |
(v) | compared the financial performance of the Company and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant; |
(vi) | compared the financial performance of the Company and the valuation multiples relating to the merger with the financial terms, to the extent publicly available, of certain other transactions that Evercore deemed relevant; |
(vii) | reviewed the financial terms and conditions of a draft, dated August 20, 2025, of the merger agreement; and |
(viii) | performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate. |
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• | Workday, Inc. |
• | Paycom Software, Inc. |
• | Paylocity Holding Corporation |
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Benchmark | Mean | Median | ||||
Enterprise Value/CY2026E Revenue | 5.5x | 5.6x | ||||
Enterprise Value/CY2026E Adjusted EBITDA | 14.8x | 14.8x | ||||
Month and Year Announced | Acquiror | Target | ||||
Human Capital Management Software Companies | ||||||
January 2025 | Paychex, Inc. | Paycor HCM, Inc. | ||||
April 2024 | Apax Partners LLP | Zellis Group Limited | ||||
March 2023 | Silver Lake Technology Management L.L.C. and Canada Pension Plan Investment Board | Qualtrics International Inc. | ||||
August 2021 | Clearlake Capital Group, L.P. | Cornerstone OnDemand, Inc. | ||||
February 2019 | Hellman & Friedman LLC, The Blackstone Group, Inc., GIC Private Limited, Canada Pension Plan Investment Board and JMI Equity | Ultimate Software Group, Inc. | ||||
Large-Cap Software Companies with Similar Growth Profiles | ||||||
January 2025 | Paychex, Inc. | Paycor HCM, Inc.* | ||||
July 2024 | Bain Capital, L.P., BlackRock, Inc., State Street Global Advisors, Fidelity Investment Company and others | Envestnet, Inc. | ||||
June 2024 | Bain Capital, L.P. | PowerSchool Holdings, Inc. | ||||
August 2023 | STG Partners, LLC | Avid Technology, Inc. | ||||
July 2023 | TPG Global, LLC. and Francisco Partners Management, L.P. | New Relic, Inc. | ||||
January 2023 | Vista Equity Partners | Duck Creek Technologies, Inc. | ||||
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Benchmark | Mean | Median | ||||
Human Capital Management Software Companies | ||||||
LTM Adjusted EBITDA | 31.5x | 19.1x | ||||
LTM Revenue | 7.1x | 6.3x | ||||
Large-Cap Software Companies with Similar Growth Profiles | ||||||
LTM Adjusted EBITDA | 24.7x | 18.6x | ||||
LTM Revenue | 5.8x | 6.3x | ||||
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Target Sector | 1 Day Prior | 30-Day VWAP | 60-Day VWAP | ||||||
All Industries | |||||||||
Medium | 29% | 29% | 37% | ||||||
Average | 34% | 34% | 41% | ||||||
Tech Transactions | |||||||||
Median | 26% | 33% | 35% | ||||||
Average | 29% | 38% | 38% | ||||||
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• | the consummation of the merger in accordance with the merger agreement in all material respects (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Lenders in their capacity as such without the consent of the lead arrangers, such consent not to be unreasonably withheld, conditioned or delayed); |
• | subject to certain limitations and exceptions, the accuracy in all material respects as of the closing of the merger of certain specified representations and warranties in the merger agreement and certain specified representations and warranties in the loan documents; |
• | the payment of required fees and out-of-pocket expenses in accordance with the debt commitment letter; |
• | the delivery of a solvency certificate to the administrative agent under the Credit Facility; |
• | to the extent required under the Credit Facility, the delivery of all documents and instruments necessary to establish that the administrative agent will have perfected securities interest in the collateral; |
• | the equity financing has occurred or, substantially concurrently with the initial borrowing under the Credit Facility, will occur in an amount specified by, and in accordance with, the debt commitment letter; |
• | subject to certain exceptions, the execution and delivery by the domestic loan parties, to be defined in the Credit Facility, of the definitive documentation governing the Credit Facility; and |
• | the absence of a material adverse effect since August 20, 2025 that is continuing, |
• | the occurrence of the effective time; |
• | the date that is 30 days following the valid termination of the merger agreement in accordance with its terms, other than a termination pursuant to which the Company would be entitled to the Parent termination fee under the merger agreement or damages from Parent or Merger Sub for their fraud or material and intentional breach of the merger agreement, in which case the limited guarantee will terminate 90 days after such termination unless the Company has delivered a written notice with respect to the Guaranteed Obligations prior to such 90th day; provided that if the merger agreement has been so terminated and such notice has been provided, the Thoma Bravo Funds, as the guarantor entities under the limited guarantee, will have no further liability or obligation under the limited guarantee from and after the earliest of (1) the closing of the merger, including payment of the |
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• | indefeasible payment in full of all of the Guaranteed Obligations by or on behalf of the Thoma Bravo Funds, as the guarantor entities under the limited guarantee, Parent and/or Merger Sub. |
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• | The relevant price per share of Company common stock is $70, which is the per share merger consideration; |
• | The effective time of the merger as referenced in this section occurs on September 15, 2025, which is the assumed date of the effective time of the merger solely for purposes of the disclosure in this section (the “Assumed Closing Date”); and |
• | The service of each executive officer of Company was terminated by Parent without “cause” (as such terms are defined in the relevant plans and agreements), in either case immediately following the merger and on the Assumed Closing Date, and each executive officer will have complied with all requirements necessary to receive any severance benefits. |
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• | Company Options. Each vested Company Option that is outstanding as of immediately prior to the effective time will be canceled and converted into the right to receive an amount in cash equal to (x) the number of shares of Company common stock subject to such vested Company Option multiplied by (y) the excess, if any, of the merger consideration over the per share exercise price of such vested Company Option. Any vested Company Option with a per share price that is equal to or greater than the merger consideration and any unvested Company Option will, as of the effective time, be canceled for no consideration; |
• | Vested Company RSUs and Vested Company PSUs. Each award of vested Company RSUs and each award of vested Company PSUs outstanding as of immediately prior to the effective time will be canceled and converted into the right to receive an amount in cash equal to the number of shares of Company common stock subject to such vested Company RSUs or vested Company PSUs multiplied by the merger consideration; |
• | Director RSUs. Each award of Director RSUs outstanding as of immediately prior to the effective time will fully vest and be converted into the right to receive an amount in cash equal to the number of shares of Company common stock subject to such Director RSUs multiplied by the merger consideration; and |
• | Unvested Company RSUs and Unvested Company PSUs. Each award of unvested Company RSUs and each award of unvested Company PSUs outstanding as of immediately prior to the effective time that are not an award of Director RSUs will be canceled and replaced with a Replacement Award based on the merger consideration. Each Replacement Award will be subject to the same vesting terms and conditions as applied to the replaced unvested Company RSU or Company PSUs (except that, with respect to Company PSUs, any performance conditions will be deemed achieved at 100% of target performance levels and subject to other specified exceptions). |
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• | a cash payment equal to a multiple of base salary; |
• | a cash payment equal to a multiple of target bonus (and, in the case of Mr. Ossip, the average bonus for the immediately preceding two years); |
• | outplacement services; and |
• | continuation of certain employment-related benefits for a period of time. |
Name | Base Salary | Bonus | Outplacement Services | Continuation of Benefits | ||||||||
David Ossip | 2 times base salary, payable in a lump sum | 2 times the average bonus for the immediately preceding two years, payable in a lump sum | 12 months, or if earlier, until first acceptance of an offer of employment; up to $12,000 CAD | Continuation of certain employment-related benefits to the extent and for the period prescribed under the Employment Standards Act (Ontario). | ||||||||
Jeremy Johnson | 12 months of base salary, payable in installments on the regular payroll dates | 1 times annual target bonus | Reasonable outplacement services | COBRA subsidies for 12 months, or until no longer eligible for COBRA continuation coverage, if earlier | ||||||||
Samer Alkharrat | 12 months of base salary, payable in a lump sum | 1 times annual target bonus, payable in a lump sum | Reasonable outplacement services | COBRA subsidies for 12 months, or until no longer eligible for COBRA continuation coverage, if earlier | ||||||||
Christopher Armstrong | 18 months of base salary, payable in a lump sum | Prorated annual target bonus, payable in a lump sum at the same time as annual bonus payments are made to other employees | 12 months, or if earlier, until first acceptance of an offer of employment; up to $10,000 | COBRA subsidies for 6 months, or until no longer eligible for COBRA continuation coverage, if earlier | ||||||||
Stephen Holdridge | 12 months of base salary, payable in a lump sum | 1 times annual target bonus, payable in a lump sum | Reasonable outplacement services | COBRA subsidies for 6 months, or until no longer eligible for COBRA continuation coverage, if earlier | ||||||||
Joseph Korngiebel | 12 months of base salary, payable in a lump sum | 1 times annual target bonus, payable in a lump sum | Reasonable outplacement services | COBRA subsidies for 6 months, or until no longer eligible for COBRA continuation coverage, if earlier | ||||||||
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Name | Base Salary | Bonus | Outplacement Services | Continuation of Benefits | ||||||||
William McDonald | 12 months of base salary, payable in a lump sum | 1 times annual target bonus, payable in a lump sum | Reasonable outplacement services | COBRA subsidies for 6 months, or until no longer eligible for COBRA continuation coverage, if earlier | ||||||||
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Named Executive Officer | Cash ($)(1) | Equity($)(2) | Perquisite/ Benefits($)(3) | Total ($) | ||||||||
David Ossip | 3,427,350* | 36,312,990 | 21,301* | 39,761,641 | ||||||||
Jeremy Johnson | 960,000 | 6,669,390 | 22,385 | 7,651,775 | ||||||||
Samer Alkharrat | 1,200,000 | 11,774,070 | 34,897 | 13,008,967 | ||||||||
Christopher Armstrong | 1,351,453 | 12,563,810 | 22,385 | 13,937,648 | ||||||||
Stephen Holdridge | 1,170,000 | 17,176,740 | 21,951 | 18,368,691 | ||||||||
Joseph Korngiebel | 1,170,000 | 16,246,230 | 22,622 | 17,438,852 | ||||||||
* | Converted from Canadian dollars to U.S. dollars at an exchange rate of 1.38225:1. |
(1) | Cash. Represents the cash severance payment each name executive officer is entitled to under his employment agreement, as described under “Interests of the Company’s Directors and Executive Officers in the Merger” above. The cash severance amount is “double trigger” and becomes payable only upon a qualifying termination of employment under the terms of the applicable employment agreements. |
(2) | Equity. Consists of the value of the unvested Company RSUs and unvested Company PSUs (which awards will be converted to the Replacement Awards upon the effective time, with any performance goals deemed to be achieved at target level) that would vest upon a qualifying termination of employment within 12 months following the closing, as shown in the table below. Such accelerated vesting is a “double trigger” benefit and is triggered only upon a qualifying termination of employment in connection with a change in control (as described in more detail in the section entitled “Treatment of Company Outstanding Equity Awards” above). |
Named Executive Officer | Unvested Company RSUs ($) | Unvested Company PSUs ($) | Total ($) | ||||||
David Ossip | 14,996,870 | 21,316,120 | 36,312,990 | ||||||
Jeremy Johnson | 3,146,220 | 3,523,170 | 6,669,390 | ||||||
Samer Alkharrat | 6,350,610 | 5,423,460 | 11,774,070 | ||||||
Christopher Armstrong | 5,689,950 | 6,873,860 | 12,563,810 | ||||||
Stephen Holdridge | 8,858,080 | 8,318,660 | 17,176,740 | ||||||
Joseph Korngiebel | 7,927,570 | 8,318,660 | 16,246,230 | ||||||
(3) | Perquisites/Benefits. Consists of the estimated value of the COBRA subsidies (and for Mr. Ossip, the employment-related benefits prescribed under the Employment Standards Act (Ontario)) and outplacement services each named executive officer is entitled to under his employment agreement. Such benefits are “double trigger” and are provided only upon a qualifying termination of employment in connection with a change in control (as described in more detail in the section entitled “Executive Officer Employment Agreements” above). The estimated value of such benefits is shown in the following table: |
Named Executive Officer | Outplacement Benefits ($) | Welfare Benefits ($) | Total ($) | ||||||
David Ossip | 12,542 | 8,759 | 21,301 | ||||||
Jeremy Johnson | 10,000 | 12,385 | 22,385 | ||||||
Samer Alkharrat | 10,000 | 24,897 | 34,897 | ||||||
Christopher Armstrong | 10,000 | 12,385 | 22,385 | ||||||
Stephen Holdridge | 10,000 | 11,951 | 21,951 | ||||||
Joseph Korngiebel | 10,000 | 12,622 | 22,622 | ||||||
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• | an individual who is a citizen or resident of the United States; |
• | a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | a trust (a) that is subject to the primary supervision of a court within the United States and all the substantial decisions of which are controlled by one or more “United States persons” (within the meaning of the Code) or (b) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a “United States person” for U.S. federal income tax purposes; or |
• | an estate, the income of which is subject to U.S. federal income tax regardless of its source. |
• | banks and other financial institutions; |
• | mutual funds; |
• | insurance companies; |
• | brokers or dealers in securities, currencies or commodities; |
• | traders in securities subject to a mark-to-market method of accounting with respect to shares of Company common stock; |
• | small business investment companies, regulated investment companies, and real estate investment trusts; |
• | retirement plans, individual retirement and other deferred accounts; |
• | tax-exempt organizations, governmental agencies, instrumentalities or other governmental organizations and pension funds; |
• | holders who hold their shares of Company common stock as part of a hedging, constructive sale or conversion, straddle, synthetic security, integrated investment or other risk reduction transaction for U.S. federal income tax purposes; |
• | “personal holding companies,” “controlled foreign corporations” or “passive foreign investment companies”; |
• | U.S. holders whose functional currency is not the U.S. dollar; |
• | partnerships, other entities classified as partnerships for U.S. federal income tax purposes, “S corporations,” or any other pass-through entities for U.S. federal income tax purposes (or investors in such entities); |
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• | holders that own or have owned (directly, indirectly or constructively) 5% or more of Company common stock (by vote or value); |
• | holders that acquired their shares of Company common stock in a compensatory transaction, through a tax-qualified retirement plan or pursuant to the exercise of options or warrants; |
• | holders that acquired their shares of Company common stock as “qualified small business stock” for purposes of Sections 1202 and/or 1045 of the Code; |
• | U.S. expatriates and former citizens or long-term residents of the United States; |
• | holders that own an equity interest in Parent following the Merger; |
• | holders subject to any applicable minimum tax; |
• | holders exercising appraisal rights under the DGCL; and |
• | persons required to accelerate the recognition of any item of gross income with respect to Company common stock as a result of such income being taken into account on an applicable financial statement. |
• | the gain, if any, on such stock is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S. holder’s permanent establishment or fixed base in the United States); or |
• | the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year in which the merger occurs, and certain other conditions are met. |
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• | have been made only for purposes of the merger agreement; |
• | have been qualified by certain documents filed with, or furnished to, the SEC by the Company after January 1, 2024 and publicly available prior to August 20, 2025 (subject to exceptions); |
• | have been qualified by confidential disclosures made by the Company in connection with the merger agreement; |
• | are subject to materiality qualifications contained in the merger agreement that may differ from what may be viewed as material by investors; |
• | were made only as of the date of the merger agreement or such other date as is specified in the merger agreement; and |
• | have been included in the merger agreement for the purpose of allocating risk between the Company, on the one hand, and Parent and Merger Sub, on the other hand, rather than establishing matters as facts. |
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• | Company Options. Each Company Option that is outstanding and vested as of immediately prior to the effective time will be canceled and converted into the right to receive an amount in cash equal to (x) the number of shares of Company common stock subject to such vested Company Option multiplied by (y) the excess, if any, of the merger consideration over the per share exercise price of such vested Company Option. Any unvested Company Option and any vested Company Option with a per share price that is equal to or greater than the merger consideration will, as of the effective time, be canceled for no consideration; |
• | Vested Company RSUs and Vested Company PSUs. Each award of Company RSUs and each award of Company PSUs that are, in each case, outstanding and vested as of immediately prior to the effective time, will be canceled and converted into the right to receive an amount in cash equal to the number of shares of Company common stock subject to such vested Company RSUs or Company PSUs multiplied by the merger consideration; |
• | Director RSUs. Each award of Director RSUs that is outstanding as of immediately prior to the effective time will fully vest and be converted into the right to receive an amount in cash equal to the number of shares of Company common stock subject to such Director RSU multiplied by the merger consideration; and |
• | Unvested Company RSUs and Unvested Company PSUs. Each award of unvested Company RSUs and each award of unvested Company PSUs that is, in each case, outstanding as of immediately prior to the effective time and that is not an award of Director RSUs will be canceled and replaced with a Replacement Award based on the merger consideration. Each Replacement Award will be subject, with certain exceptions, to the same vesting terms and conditions as applied to the replaced unvested Company RSUs or Company PSUs (except that, with respect to Company PSUs, any performance conditions will be deemed achieved at 100% of target performance levels). |
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• | the organization, valid existence, good standing, authority and qualification to conduct business with respect to the Company and each subsidiary; |
• | capitalization; |
• | authority to enter into the merger and the binding nature of the merger agreement; |
• | stockholder voting requirements; |
• | the absence of any conflict or violation of any organizational documents, existing material contracts or applicable laws due to the performance of the merger agreement and the transactions contemplated thereby; |
• | governmental approvals; |
• | compliance with SEC and Canadian securities filing requirements; |
• | conformity with GAAP, SEC requirements of financial statements filed with the SEC and applicable Canadian provincial securities laws; |
• | no undisclosed liabilities; |
• | existence of internal controls and disclosure controls and procedures; |
• | the accuracy of information supplied for inclusion in this proxy statement; |
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• | the absence of certain actions or circumstances since June 30, 2025, and absence of any material adverse effect since December 31, 2024; |
• | the absence of certain legal proceedings; |
• | compliance with applicable laws and holding of required permits; |
• | certain tax matters; |
• | certain employee benefits matters; |
• | certain labor matters; |
• | certain environmental matters; |
• | intellectual property; |
• | certain data privacy laws and technology and information security matters; |
• | absence of rights agreements and inapplicability of anti-takeover law; |
• | matters relating to the leased real property and the absence of owned real property; |
• | material contracts; |
• | government contracts; |
• | compliance with certain anti-corruption, bribery and sanctions laws; |
• | insurance coverage; |
• | receipt of an opinion from the Company’s financial advisor regarding the fairness, from a financial point of view, of the merger consideration to be received by holders of shares of Company common stock (other than Parent or any affiliate of Parent); |
• | brokers and other advisors; |
• | top customers and top vendors; and |
• | the absence of any other representations or warranties. |
• | the organization, valid existence, good standing, authority and qualification to conduct their respective businesses; |
• | authority to enter into the merger and the binding nature of the merger agreement; |
• | the absence of any conflict or violation of any organizational documents, existing material contracts or applicable laws due to the performance of the merger agreement and the transactions contemplated thereby; |
• | governmental approvals; |
• | ownership and operations of Merger Sub; |
• | the equity and debt commitment letters made available by Parent to the Company (including the enforceability thereof) and the respective financings contemplated thereunder; |
• | the guarantee of Parent and Merger Sub’s obligations under the merger agreement by the Thoma Bravo Funds; |
• | the solvency of the surviving corporation as of the effective time and immediately after the consummation of the transactions contemplated by the merger agreement; |
• | brokers and other advisors; |
• | the accuracy of information supplied for including in this proxy statement; |
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• | the absence of certain legal proceedings; |
• | non-ownership of Company common stock; |
• | non-reliance on Company estimates, projections, forecasts, forward-looking statements and business plans; and |
• | the absence of any representations or warranties by the Company, other than those made pursuant to the merger agreement. |
• | (1) other than transactions solely among the Company and its wholly owned subsidiaries or solely among the Company’s wholly owned subsidiaries, issue, sell or grant any shares of its capital stock or other equity or voting interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock or other equity or voting interests, or any rights, warrants or options to purchase any shares of its capital stock or other equity or voting interests, with certain specified exceptions, (2) other than transactions solely among the Company and its wholly owned subsidiaries or solely among the Company’s wholly owned subsidiaries, redeem, purchase or otherwise acquire any of its outstanding shares of capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of its capital stock or other equity or voting interests, with certain specified exceptions, (3) in the case of the Company, establish a record date for, declare, set aside for payment or pay any dividend on, or make any other distribution in respect of, any shares of its capital stock or other equity or voting interests or (4) split, combine, subdivide or reclassify any shares of its capital stock or other equity or voting interests, except for any such transaction by a wholly owned subsidiary of the Company which remains a wholly owned subsidiary after consummation of such transaction; |
• | (1) incur any new indebtedness for borrowed money except for (a) intercompany indebtedness for borrowed money solely among the Company and its subsidiaries or among the Company’s subsidiaries, (b) overdraft facilities, reverse repo facilities or cash management programs, in each case issued, made or entered into in the ordinary course of business, (c) indebtedness for borrowed money incurred in connection with the refinancing of any indebtedness existing on August 20, 2025 or permitted to be incurred, assumed or otherwise entered into under the merger agreement, (d) indebtedness for borrowed money under the Company’s revolving credit facility (without an increase in commitments thereunder as in effect on August 20, 2025) or (e) other indebtedness for borrowed money in an aggregate |
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• | grant any lien (other than certain permitted liens) on any of its material assets other than (1) to secure indebtedness and other obligations in existence on August 20, 2025 or not prohibited under the immediately preceding bullet or (2) to the Company or to a wholly owned subsidiary of the Company; |
• | sell, transfer, lease, sublease or exclusively license to any person, in a single transaction or series of related transactions, any of its material properties or asset except (1) pursuant to contracts in force on August 20, 2025, (2) transfers among the Company and its subsidiaries or among the Company’s subsidiaries or (3) for consideration, individually or in the aggregate, not in excess of $10 million; provided that this restriction does not apply to intellectual property addressed in the immediately following bullet; |
• | (1) sell, assign, license, transfer, abandon, permit to expire or lapse, convey, lease or otherwise dispose of or subject to any lien (other than certain permitted liens), any material intellectual property, except for the expiration of all patents, patent applications, registered copyrights and applications therefor, registered domain names, and registered trademarks (including service marks) and applications therefor that are owned by the Company or any of its subsidiaries and are material to the conduct of the business of the Company and its subsidiaries, taken as a whole, as currently conducted, at the end of the applicable maximum statutory term, the abandoning or permitting to expire or lapse intellectual property that is no longer relevant in any material respect to the business of the Company in the ordinary course of business, or the granting of non-exclusive licenses to Company intellectual property in the ordinary course of business, (2) intentionally disclose any trade secrets or other confidential information to any person other than pursuant to a written confidentiality and non-disclosure agreement entered into in the ordinary course of business or (3) disclose, license, release, distribute, escrow, or make available any source code for software owned by the Company or any of its subsidiaries that is intended to remain confidential (or agree to do any of the foregoing); |
• | make any loans, capital contributions or advances to any person other than (1) trade credit and advances to customers in the ordinary course of business, (2) to the Company or any subsidiary of the Company, (3) in connection with a transaction permitted under the eighth bullet in this section of this proxy statement entitled “—Covenants Regarding Conduct of Business by the Company Pending the Effective Time” or (4) otherwise in an aggregate amount for all such loans, capital contributions or advances not to exceed $2 million; |
• | make or authorize capital expenditures for property, plant or equipment, except for those (1) that are materially consistent with the Company’s plan that was previously made available to Parent or (2) in connection with the repair or replacement of facilities or properties destroyed or damaged due to casualty or accident (whether or not covered by insurance); |
• | except as permitted under the immediately preceding bullet, make any acquisition (including by merger) of the capital stock or, a material portion of the assets of any other person, other than acquisitions for which the aggregate amount of consideration paid or transferred by the Company and its subsidiaries (in connection with all such acquisitions) would not exceed $10 million; |
• | except as required under any Company benefit plan (i) in effect on August 20, 2025 and that was made available to Parent prior to August 20, 2025 and is set forth on the confidential disclosure schedule to the merger agreement or (ii) adopted, established, entered into or amended after August 20, 2025 solely to the extent provided pursuant to clause (3) below, (1) grant any material increase in compensation or material benefits, (2) grant any severance, retention, termination, transaction-based, or equity or equity-based compensation or material benefits, (3) establish, adopt, enter into or amend in any material respect any Company benefit plan in effect as of August 20, 2025 (other than any amendments to Company benefit plans in effect as of August 20, 2025 that would not result in a material increase in the cost of such plan), (4) accelerate the funding, vesting or payment of compensation or benefits under any Company benefit plan or otherwise, (5) terminate (other than for cause), engage, hire, furlough or temporarily lay off any individual with base salary or wages exceeding $300,000, (6) cancel or forgive |
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• | make any material changes in financial accounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of operations of the Company and its subsidiaries, except, in each case, as may be required (1) by GAAP (or any interpretation thereof), (2) by any applicable law, including Regulation S-X under the Securities Act or (3) by any governmental authority or quasi-governmental authority (including the Financial Accounting Standards Board or any similar organization); |
• | (1) make (except in the ordinary course of business) or change any material tax election, (2) adopt (except in the ordinary course of business) or change any material tax accounting method or period, (3) amend any tax return relating to a material amount of taxes (other than any amendments that would not reasonably be expected to result in a material increase in the tax liability of the Company and its subsidiaries in the aggregate), (4) settle or compromise any material tax claim or assessment, (5) enter into any “closing agreement” within the meaning of Section 7121 of the Internal Revenue Code of 1986, as amended (or any similar provision of state, local, or non-U.S. law), relating to any material amount of tax, (6) agree to an extension or waiver of a statute of limitations period applicable to any material tax claim or assessment (other than any automatic or automatically granted extensions or any extension in connection with any pending audits, actions, or proceedings), (7) surrender any right to claim a material tax refund or (8) enter into any voluntary disclosure agreement or process with any governmental authority with respect to a material amount of taxes; |
• | (1) amend the Company’s certificate of incorporation or bylaws or (2) amend the comparable organizational documents of any subsidiary of the Company in any manner materially adverse to Parent; |
• | negotiate, modify, amend, extend, terminate or enter into any labor agreement or recognize or certify any labor union, works council, labor organization, or other employee representative body as the bargaining representative for any employees of the Company or any of its subsidiaries; |
• | implement or announce any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other similar actions that could implicate the WARN Act; |
• | settle any pending or threatened action against the Company or any of its subsidiaries (other than actions relating to taxes, which are covered by the bullet relating to taxes above), other than settlements of any pending or threatened action (1) in which the Company or any of its subsidiaries is a nominal defendant, (2) disclosed, reflected or reserved against in the balance sheet (or the notes thereto) of the Company as of June 30, 2025 included in the Company’s SEC filings after January 1, 2024 and publicly available prior to the execution of the merger agreement for an amount not materially in excess of the amount so reflected or reserved (excluding any amount that may be paid or reimbursed under insurance policies or for which the Company or any of its subsidiaries is entitled to indemnification or contribution) or (3) if the amount to be paid by the Company or any of its subsidiaries in any such settlements does not exceed $5 million in the aggregate (in each case, excluding any amount that may be paid or reimbursed under insurance policies or for which the Company or any of its subsidiaries is entitled to indemnification or contribution); provided that, no settlement of any pending or threatened action may involve any material injunctive or equitable relief, or impose material restrictions, on the business activities of the Company and its subsidiaries, taken as a whole; provided further that litigation related to the transactions contemplated by the merger agreement will not be governed by this bullet; |
• | with respect to the Company only, adopt a plan or arrangement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization; |
• | (1) terminate (other than any expiration in accordance with its terms) or modify, amend or waive any rights under any material contract, in each case, other than in the ordinary course of business or |
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• | grant any material refunds, credits, rebates or other allowances to any end user, customer, reseller or distributor, in each case other than in the ordinary course of business; |
• | engage in any transaction with, or enter into any agreement, arrangement or understanding with, any affiliate of the Company or other person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404; |
• | (1) submit any application to obtain a banking permit unless such application includes (a) the projected post-transaction ownership structure of the Company as contemplated by the merger agreement and (b) to the extent required under applicable law, a request for approval from the applicable banking authority of the change of control of the Company as contemplated by the merger agreement; or (2) with respect to any such application submitted prior to August 20, 2025 that does not include the matters described in clause (1), fail to promptly amend such application to include both the projected post-transaction ownership structure and, to the extent required under applicable law, such request for approval, in each case as contemplated by the merger agreement; or |
• | authorize any of, or commit or agree, in writing or otherwise, to take any of, the foregoing actions. |
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• | initiate, solicit, knowingly facilitate or knowingly encourage the submission of any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a takeover proposal; |
• | engage in, continue or otherwise participate in any discussions or negotiations regarding (except to notify any person of the provisions summarized in this section of this proxy statement), or furnish to any other person any non-public information in connection with, or for the purpose of, encouraging a takeover proposal; or |
• | enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement providing for a takeover proposal. |
• | enter into an acceptable confidentiality agreement (as defined below) with the person or group of persons making the takeover proposal and furnish pursuant to an acceptable confidentiality agreement information (including non-public information) with respect to the Company and its subsidiaries to the person or group of persons that has made such takeover proposal and its or their representatives and financing sources; provided that the Company will substantially concurrently (and in any event within 48 hours of furnishing such person or group of persons making the takeover proposal with such information) provide to Parent any non-public information concerning the Company or any of its subsidiaries that is provided to any person given such access that was not previously provided to Parent or its representatives; and |
• | engage in or otherwise participate in discussions or negotiations with the person or group of persons making such takeover proposal and its or their Representatives and financing sources. |
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• | (1) withhold (in the case of the Board) or withdraw (or modify in a manner adverse to Parent), or publicly propose to withhold (in the case of the Board) or withdraw (or modify in a manner adverse to Parent), the Board recommendation, (2) in the case of the Board, if any takeover proposal structured as a tender or exchange offer is commenced, fail to recommend against acceptance of such tender or exchange offer by the Company’s stockholders within ten business days of commencement thereof pursuant to Rule 14d-2 under the Exchange Act, (3) fail to reaffirm the Board recommendation within ten days of a written request made by Parent to do so (it being understood that Parent may only make such a request on two occasions) or (4) recommend the approval or adoption of, or approve or adopt, or publicly propose to recommend, approve or adopt, any takeover proposal (it being understood that the Board or any committee thereof may, and may cause the Company to, (a) make a customary “stop, look and listen” communication, (b) elect to take no position with respect to a takeover proposal until the close of business on the tenth business day after the commencement of such takeover proposal pursuant to Rule 14e-2 under the Exchange Act and (c) disclose that the Company has received a takeover proposal, the operation of the merger agreement with respect to such takeover proposal, that the Board or any committee thereof has determined that a takeover proposal constitutes a superior proposal, that the Board or any committee thereof intends to make an adverse recommendation change or that the Company intends to terminate the merger agreement to enter into a Company acquisition agreement (as defined below) and in each case any material facts and circumstances relating thereto) (any action described above, other than the actions in the foregoing clauses (a)–(c), being referred to as an “adverse recommendation change”); or |
• | authorize, execute or enter into (or cause or permit the Company or any of its subsidiaries to execute or enter into) any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement providing for a takeover proposal, other than any acceptable confidentiality agreement (each, a “Company acquisition agreement”). |
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• | acquisition of 20% or more of the consolidated assets of the Company and its subsidiaries (based on the fair market value thereof, as determined in good faith by the Board or any committee thereof), including through the acquisition of one or more subsidiaries of the Company owning such assets; |
• | acquisition of 20% or more of the outstanding shares of Company common stock; |
• | tender offer or exchange offer that if consummated would result in any person or group beneficially owning 20% or more of the outstanding shares of Company common stock; |
• | merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which such person or group (or the stockholders of any person) would acquire, directly or indirectly, 20% or more of the consolidated assets of the Company and its subsidiaries (based on the fair market value thereof, as determined in good faith by the Board or any committee thereof) or 20% or more of the aggregate voting power of the outstanding equity securities of the Company or of the surviving entity in a merger, consolidation, share exchange or other business combination involving the Company or the resulting direct or indirect parent of the Company or such surviving entity, in each case, other than the transactions contemplated by the merger agreement; or |
• | any combination of the foregoing. |
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• | take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to cause the conditions to closing to be satisfied as promptly as reasonably practicable and to consummate and make effective, in the most expeditious manner reasonably practicable, the transactions contemplated by the merger agreement, including preparing and filing promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents; |
• | obtain all approvals, nondisapprovals, consents, registrations, waivers, permits, authorizations, orders and other confirmations from any banking authority (including the OCC) and any other governmental authority or third party necessary to consummate the transactions contemplated by the merger agreement; |
• | execute and deliver any additional instruments necessary to consummate the transactions contemplated by the merger agreement; |
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• | defend or contest in good faith any action brought by a third party that could otherwise prevent or impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated by the merger agreement; |
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• | cooperate in all respects with each other in connection with any filing or submission with a governmental authority in connection with the transactions contemplated by the merger agreement and in connection with any investigation or other inquiry by or before a governmental authority relating to the transactions contemplated by the merger agreement, including any proceeding initiated by a private person; |
• | keep the other party informed in all substantive respects and on a reasonably timely basis of any material communication received by such party from, or given by such party to, the FTC, the Antitrust Division of the DOJ, the CCB, the OCC or any other governmental authority or third person (including banking authority) and of any substantive communication received or given in connection with any proceeding by a private person, in each case regarding any of the transactions contemplated by the merger agreement; |
• | subject to applicable laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other parties with respect to information relating to the other parties and their respective affiliates, as the case may be, that appears in any filing made with, or written materials submitted to, any third person or any governmental authority in connection with the transactions contemplated by the merger agreement, other than “Transaction-Related Documents” as that term is used in the rules and regulations under the HSR Act; and |
• | to the extent permitted by the FTC, the Antitrust Division of the DOJ, the CCB or any other governmental authority or other person, give the other parties the opportunity to attend and participate in any meetings, telephonic conferences and videoconferences with such governmental authority or other persons regarding any of the transactions. |
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• | with respect to the CFIUS approval, (1) as promptly as reasonably practicable, the Parent and Company will file, or cause to be filed, with CFIUS a draft of the CFIUS notice as contemplated under 31 C.F.R. § 800.401(f) and (2) as promptly as practicable after receiving and incorporating any feedback from CFIUS regarding the draft notice, the Parent and Company will file, or cause to be filed, the CFIUS notice in accordance with the Defense Production Act of 1950; |
• | supplying, as promptly as reasonably practicable, any certification, additional information, documents or other materials in respect of such notice or the transactions contemplated by the merger agreement that may be requested by CFIUS, respectively, in connection with its review process related to the CFIUS approval; and |
• | cooperating with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of CFIUS or any other governmental authority related to the review processes for the CFIUS approval, including by (1) allowing each other to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions to CFIUS, (2) promptly informing each other of any communication received by Parent or the Company, or given by Parent or the Company to, CFIUS by promptly providing copies to the other party of any such written communication, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. § 800.402(c)(6)(vi), information otherwise requested by CFIUS to remain confidential or information reasonably determined by Parent or the Company to be business confidential information, (3) permitting each other to review in advance any written or oral communication that Parent or the Company gives to CFIUS, and consult with the Company in advance of any meeting, telephone call or conference with CFIUS, and to the extent not prohibited by CFIUS, give each other the opportunity to attend and participate in any telephonic conferences, videoconferences or in-person meetings with CFIUS, and (4) cooperating in good faith to minimize any mitigation conditions or restrictions that may be imposed by CFIUS. |
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• | maintaining in effect the commitment letters; |
• | negotiating and entering into definitive agreements with respect to the financing (“definitive agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in any related fee letter); and |
• | satisfying, on a timely basis, all conditions in the commitment letters and the definitive agreements that are within its control. |
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• | no law or judgment enacted, promulgated, issued, entered or amended after the date of the merger agreement by any governmental authority of competent jurisdiction is in effect enjoining or otherwise prohibiting consummation of the merger; |
• | the expiration of the waiting period applicable to the consummation of the merger under the HSR Act or early termination thereof will have been granted; the Competition Act approval shall have been received; and any waiting period or consent, clearance or approval applicable to the consummation of the merger under the other antitrust and FDI laws of the agreed-upon jurisdictions has expired, been terminated, obtained or deemed to have been granted or jurisdiction will have been denied, as applicable; |
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• | an approval or nondisapproval letter from the OCC under the requirements of 12 C.F.R. § 5.50 shall have been obtained and remain in full force and effect; |
• | the approvals or notices from certain state financial regulatory authorities shall have been obtained and remain in full force and effect; and |
• | the receipt of the Company stockholder approval shall have been obtained. |
• | the truthfulness and correctness of representations and warranties of the Company to the extent specified in the merger agreement, subject to certain materiality qualifications; |
• | the Company having complied with or performed in all material respects the obligations required to be complied with or performed by the Company at or prior to the effective time under the merger agreement; |
• | the absence of any material adverse effect occurring after the date of the merger agreement that is continuing; and |
• | the receipt by Parent and Merger Sub of a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized executive officer thereof, certifying that the conditions set forth above have been satisfied. |
• | the truthfulness and correctness of representations and warranties of Parent and Merger Sub to the extent specified in the merger agreement, subject to certain materiality qualifications; |
• | Parent and Merger Sub having complied with or performed, in all material respects, the obligations required to be complied with or performed by them at or prior to the effective time under the merger agreement; and |
• | the receipt by the Company of a certificate of Parent and Merger Sub, validly executed for and on behalf of Parent and Merger Sub and in their respective name by a duly authorized executive officer thereof, certifying that the conditions set forth above have been satisfied. |
• | the effective time has not occurred on or prior to May 21, 2026 (the “outside date”); provided that this right to terminate the merger agreement will not be available to a party if the breach by such party of its representations and warranties set forth in the merger agreement or the failure of such party to perform any of its obligations under the merger agreement has been a principal cause of or resulted in the failure of the effective time to occur on or before the outside date; |
• | any judgment having the effect set forth in the first bullet described above in the section of this proxy statement entitled “—Conditions of the Merger” is in effect and has become final and nonappealable; |
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• | the special meeting of Company stockholders (including any adjournments or postponements thereof) has concluded and Company stockholder approval is not obtained. |
• | the Company has breached or failed to perform any of its covenants or agreements set forth in the merger agreement or any of its representations or warranties in the merger agreement have become inaccurate, which breach or failure to perform or inaccuracy (1) would give rise to the failure of any of the conditions set forth under the fifth and sixth bullets described above in the section of this proxy statement entitled “—Conditions of the Merger” and (2) is incapable of being cured prior to the outside date or, if curable by such date, is not cured within the earlier of (a) 45 calendar days after written notice of such breach, failure to perform or inaccuracy, stating Parent’s intention to terminate the merger agreement pursuant to this right to terminate and the basis for such termination, is given by Parent to the Company and (b) the outside date; provided that Parent will not have the right to terminate the merger agreement pursuant to this right to terminate if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement; or |
• | the Board or a committee thereof has made an adverse recommendation change. |
• | either Parent or Merger Sub has breached or failed to perform any of its covenants or agreements set forth in the merger agreement or any of their representations or warranties in the merger agreement has become inaccurate, which breach or failure to perform or inaccuracy (1) would give rise to the failure of any of the conditions set forth under the ninth and tenth bullets described above in the section of this proxy statement entitled “—Conditions of the Merger” and (2) is incapable of being cured prior to the outside date or, if curable by such date, is not cured within the earlier of (a) 45 calendar days after written notice of such breach, failure to perform or inaccuracy, stating the Company’s intention to terminate the merger agreement pursuant to this right to terminate and the basis for such termination, is given by the Company to Parent and (b) the outside date; provided that the Company will not have the right to terminate the merger agreement pursuant to this right to terminate if the Company is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement; |
• | prior to receipt of Company stockholder approval, in connection with entering into a Company acquisition agreement providing for a superior proposal in accordance with the applicable terms of the merger agreement; provided that prior to or concurrently with such termination the Company pays or causes to be paid the Company termination fee; or |
• | (1) the conditions set forth under the first through seventh bullets described above in the section of this proxy statement entitled “—Conditions of the Merger” have been satisfied or waived on the date the closing was required to have occurred pursuant to the terms of the merger agreement (other than those conditions that by their nature are to be satisfied at the closing but provided that such conditions were capable of being satisfied if the closing were to occur on such date), (2) Parent has failed to |
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• | the merger agreement is terminated (1) by Parent pursuant to the provisions described in the second bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by Parent” or (2) by the Company pursuant to the provisions described in the second bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by the Company”; and the amount will be paid in the case of clause (1), within two business days after such termination or in the case of clause (2), simultaneously with such termination; or |
• | (1) the merger agreement is terminated by the Company or Parent pursuant to the provisions described in the third bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by Either the Company or Parent” or by Parent pursuant to the provisions described in the first bullet point described above in the section of this proxy statement entitled “—Termination of the Merger Agreement—Termination by Parent”; and (2) (a) a bona fide takeover proposal has been publicly made, proposed or communicated by a third party after the date of the merger agreement and not withdrawn prior to the special meeting of Company stockholders and (b) within twelve months after the date the merger agreement is terminated, the Company consummates, or enters into a definitive agreement providing for and later consummates, a takeover proposal, and the amount will be paid within two business days after the consummation of such takeover proposal; provided that purposes of clauses (1) and (2) above the references to “20%” in the definition of takeover proposal will be deemed to be references to “50%.” |
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• | each person or group who is known by us to beneficially own more than 5% of Company common stock; |
• | each member of the Board and each of the Company’s named executive officers (“NEO”); and |
• | all members of the Board and the Company’s executive officers as a group. |
Name and address of beneficial owner | Number of Shares | Percent of Total | ||||
>5% Stockholders: | ||||||
T. Rowe Price Associates, Inc.(1) | 24,701,801 | 15.4% | ||||
Capital International Investors, a division of Capital Research and Management Company(2) | 21,529,164 | 13.5% | ||||
The Vanguard Group(3) | 16,822,824 | 10.5% | ||||
EdgePoint Investment Group Inc.(4) | 16,244,490 | 10.2% | ||||
Capital World Investors, a division of Capital Research and Management Company(5) | 13,537,014 | 8.5% | ||||
BlackRock, Inc.(6) | 10,898,820 | 6.8% | ||||
Janus Henderson Group plc(7) | 8,384,284 | 5.2% | ||||
NEOs and Directors: | ||||||
Samer Alkharrat(8) | 25,891 | * | ||||
Christopher Armstrong(9) | 237,006 | * | ||||
Brent Bickett(10) | 115,220 | * | ||||
Ronald Clarke(11) | 42,303 | * | ||||
Deborah Farrington(12) | 25,750 | * | ||||
Thomas Hagerty(13) | 211,292 | * | ||||
Stephen Holdridge(14) | 136,675 | * | ||||
Jeremy Johnson(15) | 20,057 | * | ||||
Joseph Korngiebel(16) | 129,492 | * | ||||
Linda Mantia(17) | 33,005 | * | ||||
David Ossip(18) | 6,040,803 | 3.8% | ||||
Ganesh Rao(19) | 53,253 | * | ||||
Andrea Rosen(20) | 45,903 | * | ||||
Gerald Throop(21) | 94,326 | * | ||||
All current directors and executive officers as a group (15 persons)(22) | 7,183,988 | 4.5% | ||||
* | Represents beneficial ownership of less than 1% of the outstanding Company common stock. |
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(1) | As reported on the owner’s most recent joint Schedule 13G Amendment filed with the SEC on June 6, 2025, to report ownership as of May 31, 2025. T. Rowe Price Associates, Inc. holds sole voting power with respect to 23,600,455 shares of Company common stock and sole dispositive power with respect to 24,700,409 shares of Company common stock. T. Rowe Price New Horizons Fund, Inc., of which T. Rowe Price Associates, Inc. is the investment adviser, holds an interest in 9,533,397 shares of Company common stock. The address for T. Rowe Price Associates, Inc. is 1307 Point Street, Baltimore, Maryland 21231. |
(2) | As reported on the owner’s most recent Schedule 13G Amendment filed with the SEC on May 13, 2025, to report ownership as of March 31, 2025. Capital International Investors, a division of Capital Research and Management Company, has sole voting power over 21,491,886 shares of Company common stock and sole dispositive power over 21,529,164 shares of Company common stock. The address for Capital International Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. |
(3) | As reported on the owner’s most recent Schedule 13G Amendment filed with the SEC on February 13, 2024, to report ownership as of December 31, 2023. The Vanguard Group has shared voting power over 188,459 shares of Company common stock, sole dispositive power over 16,178,892 shares of Company common stock, and shared dispositive power over 643,932 shares of Company common stock. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
(4) | As reported on the owner’s most recent Schedule 13G Amendment filed with the SEC on July 7, 2025, to report ownership as of June 30, 2025. EdgePoint Investment Group Inc. has sole voting power over 11,093,021 shares of Company common stock, shared voting power over 5,151,469 shares of Company common stock, sole dispositive power over 11,093,021 shares of Company common stock, and shared dispositive power over 5,151,469 shares of Company common stock. The address for EdgePoint Investment Group Inc. is 150 Bloor Street West, Suite 700, Toronto, Ontario M5S 2X9. |
(5) | As reported on the owner’s most recent Schedule 13G filed with the SEC on November 13, 2024, to report ownership as of September 30, 2024. Capital World Investors, a division of Capital Research and Management Company, has sole voting power over 13,536,883 shares of Company common stock and sole dispositive power over 13,537,014 shares of Company common stock. The address for Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. |
(6) | As reported on the owner’s most recent Schedule 13G Amendment filed with the SEC on January 26, 2024, to report ownership as of December 31, 2023. BlackRock, Inc. has sole voting power over 10,100,171 shares of Company common stock and sole dispositive power over 10,898,820 shares of Company common stock. The address for BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. |
(7) | As reported on the owner’s most recent Schedule 13G filed with the SEC on August 14, 2025, to report ownership as of March 31, 2025. Janus Henderson Group plc has shared voting power over 8,384,284 shares of Company common stock and shared dispositive power over 8,384,284 shares of Company common stock. The address for Janus Henderson Group plc is 201 Bishopsgate, EC2M 3AE, United Kingdom. The Schedule 13G stated that JHIUS, JHIUKL and JHIAIFML are indirect subsidiaries of Janus Henderson and are registered investment advisers furnishing investment advice to managed portfolios. |
(8) | Consists of 25,891 shares of Company common stock. |
(9) | Consists of (i) 127,461 shares of Company common stock, and (ii) 109,545 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date. |
(10) | Consists of (i) 13,020 shares of Company common stock held directly, (ii) 87,374 shares of Company common stock held by Mr. Bickett of Ponte Vedra Beach Limited Partnership, of which Mr. Bickett is a beneficial owner, and (iii) 14,826 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date. Excludes vested Company RSUs for which the individual has elected to defer settlement. |
(11) | Consists of (i) 32,771 shares of Company common stock, and (ii) 9,532 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days from the Reference Date. |
(12) | Consists of (i) 18,867 shares of Company common stock, and (ii) 6,883 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date. Excludes vested Company RSUs for which the individual has elected to defer settlement. |
(13) | Consists of (i) 76,745 shares of Company common stock held directly, (ii) 84,235 shares of Company common stock held by Hagerty Family 2006 Trust, of which Mr. Hagerty is a trustee, (iii) 31,900 shares of Company common stock held by a charitable foundation over which Mr. Hagerty shares voting and dispositive power, (iv) 6,803 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date, and (v) 11,609 shares of Company common stock held for the benefit of funds affiliated with Thomas H. Lee Partners, L.P. that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date. Excludes vested Company RSUs for which the individual has elected to defer settlement. |
(14) | Consists of (i) 62,267 shares of Company common stock, (ii) 8,861 shares of Company common stock that are issuable pursuant to Company RSUs that are currently vested or will vest within 60 days of the Reference Date, and (iii) 65,547 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date. |
(15) | Consists of 20,057 shares of Company common stock. |
(16) | Consists of (i) 125,062 shares of Company common stock, and (ii) 4,430 shares of Company common stock that are issuable pursuant to Company RSUs that are currently vested or will vest within 60 days of the Reference Date. |
(17) | Consists of (i) 21,671 shares of Company common stock that are issuable pursuant to Company RSUs that are currently vested or will vest within 60 days of the Reference Date, and (ii) 11,334 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date. |
(18) | Consists of (i) 22,267 shares of Company common stock held by Mr. Ossip, (ii) 229,085 shares of Company common stock held by OsFund Inc., of which Mr. Ossip disclaims beneficial ownership, (iii) 3,059,055 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date, (iv) 681,031 shares of Company common stock that are issuable pursuant to Company RSUs that are currently vested or will vest within 60 days of the Reference Date, (v) 180,135 shares of Company common stock that are issuable pursuant to Company PSUs that are currently vested or will vest within 60 days of the Reference Date, (vi) 8,328 shares of Company common stock that are issuable upon the exchange of Exchangeable Shares held by Mr. Ossip and (vii) 1,860,902 shares of Company common stock that are issuable upon the exchange of Exchangeable Shares held by Osscer Inc., of which Mr. Ossip disclaims beneficial ownership. |
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(19) | Consists of 53,253 shares of Company common stock, of which 4,043 shares of Company common stock are held for the benefit of funds affiliated with Thomas H. Lee Partners, L.P. Excludes vested Company RSUs for which the individual has elected to defer settlement. |
(20) | Consists of (i) 9,003 shares of Company common stock, (ii) 1,102 shares of Company common stock that are issuable pursuant to Company RSUs that are currently vested or will vest within 60 days of the Reference Date, and (iii) 35,798 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date. |
(21) | Consists of (i) 26,958 shares of Company common stock that are issuable pursuant to Company RSUs that are currently vested or will vest within 60 days of the Reference Date, (ii) 44,183 shares of Company common stock that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date, and (iii) 23,185 shares of Company common stock that are issuable upon the exchange of Exchangeable Shares. |
(22) | Consists of (i) the outstanding shares of Company common stock, Company RSUs, Company PSUs, Exchangeable Shares, and stock options described in the preceding footnotes (8) through (21), excluding (9), (ii) 74,527 shares of Company common stock that are held by other executive officers, and (iii) 135,491 shares of Company common stock that are held by other executive officers and that are issuable upon exercise of stock options that are currently exercisable or are exercisable within 60 days of the Reference Date. |
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High | Low | |||||
Fiscal Year 2025 | ||||||
July 1, 2025 through [ ] | $[ ] | $[ ] | ||||
Second quarter | $61.12 | $48.07 | ||||
First quarter | $75.12 | $51.54 | ||||
Fiscal Year 2024 | ||||||
Fourth quarter | $82.60 | $59.19 | ||||
Third quarter | $61.64 | $47.08 | ||||
Second quarter | $66.14 | $48.65 | ||||
First quarter | $74.65 | $63.10 | ||||
Fiscal Year 2023 | ||||||
Fourth quarter | $75.26 | $60.85 | ||||
Third quarter | $75.45 | $62.78 | ||||
Second quarter | $73.76 | $55.63 | ||||
First quarter | $79.62 | $57.98 | ||||
Fiscal Year 2022 | ||||||
Fourth quarter | $73.04 | $51.54 | ||||
Third quarter | $70.75 | $46.12 | ||||
Second quarter | $71.18 | $43.23 | ||||
First quarter | $105.49 | $58.58 | ||||
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• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025; |
• | the portions of our Definitive Proxy Statement on Schedule 14A for our 2025 annual meeting of stockholders, filed with the SEC on March 13, 2025, that are incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024; |
• | our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025 and June 30, 2025; and |
• | our Current Reports on Form 8-K filed on February 14, 2025, February 26, 2025, March 5, 2025, May 6, 2025, August 21, 2025, September 15, 2025 (Film No. 251315471) and [ ] (other than documents or portions of these documents deemed to be furnished but not filed). |
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ARTICLE I The Merger | A-2 | ||||||||
Section 1.01 | The Merger | A-2 | |||||||
Section 1.02 | Closing | A-2 | |||||||
Section 1.03 | Effective Time | A-2 | |||||||
Section 1.04 | Effects of the Merger | A-2 | |||||||
Section 1.05 | Certificate of Incorporation and Bylaws of the Surviving Corporation | A-2 | |||||||
Section 1.06 | Directors and Officers of the Surviving Corporation | A-2 | |||||||
ARTICLE II Effect of the Merger on Capital Stock; Exchange of Certificates; Equity-Based Awards | A-3 | ||||||||
Section 2.01 | Effect on Capital Stock | A-3 | |||||||
Section 2.02 | Exchange of Certificates and Book Entry Shares | A-3 | |||||||
Section 2.03 | Company Equity Awards | A-5 | |||||||
Section 2.04 | Payments with Respect to Company Equity Awards and Termination of Company Equity Plans | A-6 | |||||||
Section 2.05 | Company GESPP | A-7 | |||||||
Section 2.06 | Adjustments | A-7 | |||||||
Section 2.07 | Appraisal Rights | A-7 | |||||||
ARTICLE III Representations and Warranties of the Company | A-8 | ||||||||
Section 3.01 | Organization; Standing; Subsidiaries | A-8 | |||||||
Section 3.02 | Capitalization | A-8 | |||||||
Section 3.03 | Authority; Voting Requirements | A-10 | |||||||
Section 3.04 | Non-contravention | A-10 | |||||||
Section 3.05 | Governmental Approvals | A-11 | |||||||
Section 3.06 | Company SEC Documents; Canadian Securities Law Matters; Undisclosed Liabilities | A-11 | |||||||
Section 3.07 | Information Supplied; Proxy Statement | A-12 | |||||||
Section 3.08 | Absence of Certain Changes | A-13 | |||||||
Section 3.09 | Legal Proceedings | A-13 | |||||||
Section 3.10 | Compliance with Laws; Permits | A-13 | |||||||
Section 3.11 | Tax Matters | A-15 | |||||||
Section 3.12 | Employee Benefits | A-15 | |||||||
Section 3.13 | Labor Matters | A-17 | |||||||
Section 3.14 | Environmental Matters | A-18 | |||||||
Section 3.15 | Intellectual Property | A-19 | |||||||
Section 3.16 | No Rights Agreement; Anti-Takeover Provisions | A-20 | |||||||
Section 3.17 | Real Property | A-20 | |||||||
Section 3.18 | Contracts | A-21 | |||||||
Section 3.19 | FCPA; Anti-Corruption; Sanctions | A-23 | |||||||
Section 3.20 | Insurance | A-23 | |||||||
Section 3.21 | Opinion of Financial Advisor | A-24 | |||||||
Section 3.22 | Brokers and Other Advisors | A-24 | |||||||
Section 3.23 | Top Customers and Top Vendors | A-24 | |||||||
Section 3.24 | No Other Representations or Warranties | A-24 | |||||||
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ARTICLE IV Representations and Warranties of Parent and Merger Sub | A-25 | ||||||||
Section 4.01 | Organization; Standing | A-25 | |||||||
Section 4.02 | Authority | A-25 | |||||||
Section 4.03 | Non-contravention | A-26 | |||||||
Section 4.04 | Governmental Approvals | A-26 | |||||||
Section 4.05 | Ownership and Operations of Merger Sub | A-26 | |||||||
Section 4.06 | Financing | A-26 | |||||||
Section 4.07 | Guarantee | A-28 | |||||||
Section 4.08 | Solvency | A-28 | |||||||
Section 4.09 | Brokers and Other Advisors | A-29 | |||||||
Section 4.10 | No Other Company Representations or Warranties | A-29 | |||||||
Section 4.11 | Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans | A-29 | |||||||
Section 4.12 | Information Supplied | A-30 | |||||||
Section 4.13 | Legal Proceedings | A-30 | |||||||
Section 4.14 | Ownership of Company Securities | A-30 | |||||||
ARTICLE V Additional Covenants and Agreements | A-30 | ||||||||
Section 5.01 | Conduct of Business | A-30 | |||||||
Section 5.02 | No Solicitation; Change in Recommendation | A-34 | |||||||
Section 5.03 | Efforts | A-38 | |||||||
Section 5.04 | Public Announcements | A-41 | |||||||
Section 5.05 | Access to Information; Confidentiality | A-41 | |||||||
Section 5.06 | Indemnification and Insurance | A-42 | |||||||
Section 5.07 | Financing | A-44 | |||||||
Section 5.08 | Financing Cooperation | A-46 | |||||||
Section 5.09 | Rule 16b-3 | A-48 | |||||||
Section 5.10 | Convertible Notes; Capped Call Transactions | A-48 | |||||||
Section 5.11 | Obligations of Merger Sub | A-49 | |||||||
Section 5.12 | Employee Matters | A-49 | |||||||
Section 5.13 | Transaction Litigation | A-50 | |||||||
Section 5.14 | Stock Exchange De-listing | A-50 | |||||||
Section 5.15 | Preparation of the Proxy Statement; Stockholders’ Meeting | A-50 | |||||||
Section 5.16 | Repatriation | A-51 | |||||||
Section 5.17 | Exchangeable Shares | A-52 | |||||||
Section 5.18 | Consents | A-52 | |||||||
ARTICLE VI Conditions to the Merger | A-52 | ||||||||
Section 6.01 | Conditions to Each Party’s Obligation to Effect the Merger | A-52 | |||||||
Section 6.02 | Conditions to the Obligations of Parent and Merger Sub | A-53 | |||||||
Section 6.03 | Conditions to the Obligations of the Company | A-53 | |||||||
ARTICLE VII Termination | A-54 | ||||||||
Section 7.01 | Termination | A-54 | |||||||
Section 7.02 | Effect of Termination | A-55 | |||||||
Section 7.03 | Termination Fees | A-55 | |||||||
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ARTICLE VIII Miscellaneous | A-58 | ||||||||
Section 8.01 | No Survival of Representations and Warranties | A-58 | |||||||
Section 8.02 | Amendment or Supplement | A-58 | |||||||
Section 8.03 | Extension of Time, Waiver, Etc. | A-58 | |||||||
Section 8.04 | Assignment | A-58 | |||||||
Section 8.05 | Counterparts | A-58 | |||||||
Section 8.06 | Entire Agreement; No Third Party Beneficiaries | A-59 | |||||||
Section 8.07 | Governing Law; Jurisdiction | A-59 | |||||||
Section 8.08 | Specific Enforcement | A-60 | |||||||
Section 8.09 | WAIVER OF JURY TRIAL | A-60 | |||||||
Section 8.10 | Notices | A-61 | |||||||
Section 8.11 | Severability | A-62 | |||||||
Section 8.12 | Definitions | A-62 | |||||||
Section 8.13 | Fees and Expenses | A-73 | |||||||
Section 8.14 | Debt Financing Provisions | A-73 | |||||||
Section 8.15 | Interpretation | A-74 | |||||||
Section 8.16 | Confidential Supervisory Information | A-74 | |||||||
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If to Parent or Merger Sub, to it at: | ||||||||||||
c/o Thoma Bravo, L.P. | ||||||||||||
One Market Plaza, Suite 2400 | ||||||||||||
San Francisco, CA 94105 | ||||||||||||
Attention: | Holden Spaht | |||||||||||
Tara Gadgil | ||||||||||||
Email: | ***@thomabravo.com | |||||||||||
***@thomabravo.com | ||||||||||||
with a copy (which shall not constitute notice) to: | ||||||||||||
Kirkland & Ellis LLP | ||||||||||||
333 West Wolf Point Plaza | ||||||||||||
Chicago, IL 60654 | ||||||||||||
Attention: | Bradley C. Reed, P.C | |||||||||||
Cole Parker, P.C. | ||||||||||||
Brett R. Nelson | ||||||||||||
Email: | bradley.reed@kirkland.com | |||||||||||
cole.parker@kirkland.com | ||||||||||||
brett.nelson@kirkland.com | ||||||||||||
If to the Company, to it at: | ||||||||||||
Dayforce, Inc. | ||||||||||||
3311 East Old Shakopee Road | ||||||||||||
Minneapolis, MN 55425 | ||||||||||||
Attention: | Office of the General Counsel | |||||||||||
Email: | ***@dayforce.com | |||||||||||
with copies (which shall not constitute notice) to: | ||||||||||||
Wachtell, Lipton, Rosen & Katz | ||||||||||||
51 West 52nd Street | ||||||||||||
New York, NY 10019 | ||||||||||||
Attention: | Edward D Herlihy | |||||||||||
Brandon C. Price | ||||||||||||
Email: | EDHerlihy@wlrk.com | |||||||||||
BCPrice@wlrk.com | ||||||||||||
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Term | Section | ||
Acceptable Confidentiality Agreement | Section 5.02(i)(ii) | ||
Action | Section 3.09 | ||
Adverse Recommendation Change | Section 5.02(d) | ||
Agreement | Preamble | ||
Alternate Debt Financing | Section 5.07(c) | ||
Amendment and Rollover | Section 5.17 | ||
Announcement | Section 5.04 | ||
Appraisal Shares | Section 2.07(a) | ||
Balance Sheet Date | Section 3.06(f) | ||
Banking Permits | Section 3.10(b) | ||
Bankruptcy and Equity Exception | Section 3.03(a) | ||
Book-Entry Share | Section 2.01(c) | ||
Canadian Securities Laws | Section 3.06(c) | ||
Capitalization Date | Section 3.02(a) | ||
Cash Replacement Award Amounts | Section 2.03(d) | ||
Cash Replacement Company PSU Amounts | Section 2.03(d) | ||
Cash Replacement Company RSU Amounts | Section 2.03(c) | ||
CCB | Section 5.03(d) | ||
Certificate | Section 2.01(c) | ||
Certificate of Merger | Section 1.03 | ||
CFIUS Notice | Definition of CFIUS Approval, Section 8.12(a) | ||
Claim | Section 5.06(b) | ||
Closing | Section 1.02 | ||
Closing Date | Section 1.02 | ||
Company | Preamble | ||
Company Acquisition Agreement | Section 5.02(d) | ||
Company Board Recommendation | Section 3.03(b) | ||
Company Common Stock | Section 2.01 | ||
Company Convertible Notes Indenture | Section 5.10(a) | ||
Company Cooperation Parties | Section 5.08(b) | ||
Company Disclosure Letter | Article III | ||
Company Equity Awards | Section 2.03(d) | ||
Company Preferred Stock | Section 3.02(a) | ||
Company PSU | Section 2.03(d) | ||
Company Related Parties | Section 7.03(a)(iv) | ||
Company SEC Documents | Section 3.06(a) | ||
Company Securities | Section 3.02(b) | ||
Company Stockholder Approval | Section 3.03(c) | ||
Company Stockholders’ Meeting | Section 5.15(b) | ||
Confidentiality Agreement | Section 5.05 | ||
Continuing Employee | Section 5.12(a) | ||
Debt Financing | Section 4.06(a) | ||
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Term | Section | ||
Definitive Agreements | Section 5.07(a) | ||
Delaware Courts | Section 8.07(b) | ||
DGCL | Section 1.01 | ||
DOJ | Section 5.03(d) | ||
Draft Notice | Section 5.03(f)(i) | ||
DTC | Section 2.02(b)(iii) | ||
DTC Payment | Section 2.02(b)(iii) | ||
Effective Time | Section 1.03 | ||
Environmental Laws | Section 3.14 | ||
Environmental Permits | Section 3.14 | ||
Equity Financing | Section 4.06(b) | ||
Equity Investors | Recitals | ||
Exchange Act | Section 3.05 | ||
Excluded Benefits | Section 5.12(a) | ||
Fair Value | Section 4.08(b) | ||
Filed SEC Documents | Article III | ||
Final Exercise Date | Section 2.05 | ||
Financing Amounts | Section 4.06(d) | ||
Foreign Plan | Section 3.12(e) | ||
FTC | Section 5.03(d) | ||
Guarantee | Section 4.07 | ||
Indemnitees | Section 5.06(a) | ||
Interested Parties | Section 5.03(f) | ||
Intervening Event | Section 5.02(i)(iv) | ||
Judgment | Section 3.09 | ||
Labor Agreement | Section 3.18(a)(ix) | ||
Laws | Section 3.10(a) | ||
Mandatory Exchange | Section 5.17 | ||
Material Contract | Section 3.18(a) | ||
Material Insurance Policies | Section 3.19(a) | ||
Merger | Recitals | ||
Merger Consideration | Section 2.01(c) | ||
Merger Sub | Preamble | ||
National Bank Act | Section 3.05 | ||
New Debt Commitment Letter | Section 5.07(c) | ||
NYSE | Section 3.05 | ||
OCC | Section 3.05 | ||
OFAC | Definition of Sanctioned Person, Section 8.12(a) | ||
Other Required Antitrust and FDI Laws | Section 6.01(b)(i) | ||
Outside Date | Section 7.01(b)(i) | ||
Parent | Preamble | ||
Parent Related Parties | Section 7.03(a)(iv) | ||
Paying Agent | Section 2.02(a) | ||
Payment Fund | Section 2.02(a) | ||
Pension Plan | Section 3.12(c) | ||
Permits | Section 3.10(b) | ||
President | Definition of CFIUS Approval, Section 8.12(a) | ||
Prohibited Modification | Section 5.07(b) | ||
Proxy Statement | Section 3.05 | ||
Regulatory Agreement | Section 3.10(d) | ||
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Term | Section | ||
Restraints | Section 6.01(a) | ||
SEC | Section 3.05 | ||
Secretary of State | Section 1.03 | ||
Securities Act | Section 3.02(d) | ||
Superior Proposal | Section 5.02(i)(iii) | ||
Surviving Corporation | Section 1.01 | ||
Takeover Law | Section 3.16(b) | ||
Takeover Proposal | Section 5.02(i)(ii) | ||
Tax Regulations | Section 3.12(e) | ||
Top Customers | Section 3.18(a)(xii) | ||
Top Vendors | Section 3.18(a)(xii) | ||
Trade Control Laws | Section 3.19(c) | ||
Transaction Litigation | Section 5.13 | ||
TSX | Section 3.05 | ||
WARN Act | Section 3.13(d) | ||
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DAWN BIDCO, LLC | |||||||||
By: | /s/ Dylan Despot | ||||||||
Name: | Dylan Despot | ||||||||
Title: | President, Assistant Treasurer and Assistant Secretary | ||||||||
DAWN ACQUISITION MERGER SUB, INC. | |||||||||
By: | /s/ Dylan Despot | ||||||||
Name: | Dylan Despot | ||||||||
Title: | President, Assistant Treasurer and Assistant Secretary | ||||||||
DAYFORCE, INC. | |||||||||
By: | /s/ David D. Ossip | ||||||||
Name: | David D. Ossip | ||||||||
Title: | Chief Executive Officer | ||||||||
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(i) | reviewed certain publicly available business and financial information relating to the Company that we deemed to be relevant, including publicly available research analysts’ estimates; |
(ii) | reviewed certain internal projected financial data relating to the Company prepared and furnished to us by management of the Company, as approved for our use by the Company (the “Forecasts”); |
(iii) | discussed with management of the Company their assessment of the past and current operations of the Company, the current financial condition and prospects of the Company, and the Forecasts; |
(iv) | reviewed the reported prices and the historical trading activity of the Company Common Stock; |
(v) | compared the financial performance of the Company and its stock market trading multiples with those of certain other publicly traded companies that we deemed relevant; |
(vi) | compared the financial performance of the Company and the valuation multiples relating to the Merger with the financial terms, to the extent publicly available, of certain other transactions that we deemed relevant; |
(vii) | reviewed the financial terms and conditions of a draft, dated August 20, 2025, of the Merger Agreement; and |
(viii) | performed such other analyses and examinations and considered such other factors that we deemed appropriate. |
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Very truly yours, | ||||||
EVERCORE GROUP L.L.C. | ||||||
By: | ![]() | |||||
Dominic Pomponi Senior Managing Director | ||||||