Kneat Files Management Information Circular in Connection with the Previously Announced Thoma Bravo Transaction
View original at globenewswire.comKneat Files Management Information Circular in Connection with the Previously Announced Thoma Bravo Transaction Proposed Transaction Provides Significant, Immediate, and Certain Value to Shareholders Proposed Transaction Result of Comprehensive, Multi-Month Strategic Review Process Led by an Independent and Qualified S…
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Our Board members and executives have all agreed to support the Proposed Transaction, believing that it represents the best outcome for the Company.
60% confidenceThe purchase price of C$6.50 per share exceeds Kneat's 52-week high closing price and represents a 40% premium to the May 8, 2026 closing price, and 57%, 61%, and 54% premiums to the 30-, 60- and 90-day VWAP as of May 8, 2026.
60% confidenceThe Board unanimously determined that the Proposed Transaction is in the best interests of shareholders and reflects an attractive value considering Kneat's risk-adjusted standalone opportunity.
60% confidenceThe Proposed Transaction values Kneat at an enterprise value of C$622 million, approximately 7.2x NTM revenue and approximately 9.3x LTM revenue, significantly higher than peers and precedent transactions.
60% confidenceARR growth has decelerated significantly from 51% in Q1 2025 to 20% in Q1 2026, and growth is increasingly dependent on uncertain large customer expansion.
60% confidenceCompetitive pressure is intensifying as established enterprise software vendors advance their own validation capabilities and actively solicit Kneat's customers, threatening its market share.
60% confidenceThe Kneat Board of Directors urges shareholders to vote FOR the Proposed Transaction today, believing it is in the best interests of the Company and its shareholders.
60% confidencePrior to the public announcement of the strategic review, Kneat's stock price had declined approximately 35% from its all-time high, sector valuation multiples had contracted, and analysts had reduced revenue and EBITDA estimates.
60% confidenceThe Special Committee reached out to 36 financial sponsors and 10 strategic buyers, of which 34 sponsors and 2 strategic buyers signed NDAs; management engaged 18 interested parties, 12 of which submitted indicative offers; negotiations resulted in a material increase to Thoma Bravo's bid.
60% confidenceKneat's customer base remains heavily concentrated, with the top 10 customers accounting for approximately 50% of revenue, exposing the Company to significant revenue volatility.
60% confidenceThe Board believes the proposed transaction with Thoma Bravo is in the best interests of the Company and maximizes value for shareholders.
60% confidenceOngoing investment in R&D, sales, and G&A mean Kneat is likely to remain unprofitable for the foreseeable future, limiting financial flexibility.
60% confidence