Global content and technology company, Thomson Reuters Corporation, has announced a move to acquire 100% of the shares of Pagero at a substantial cash offer of SEK 40 per share, valuing Pagero at approximately SEK 6.4 billion or $627 million USD. The acquisition is contingent on securing acceptance from over 90% of Pagero's shareholders.
It was also recently reported that Vertex aimed to acquire Pagero.
Pagero, provider of in e-invoicing and indirect tax solutions, operates through its Smart Business Network, linking customers, suppliers, and institutions for automated, compliant, and secure exchange of digital orders, invoices, and other business documents.
Building upon a successful strategic partnership initiated in February 2023, Thomson Reuters envisions this acquisition as a key driver to accelerate their joint vision for a connected suite of global indirect tax, reporting, and e-invoicing capabilities. As numerous countries transition towards real-time digital tax regimes, Pagero's e-invoicing compliance capabilities are expected to complement and expand Thomson Reuters' offerings, providing customers with enhanced compliance and workflow automation benefits.
Thomson Reuters President and CEO, Steve Hasker, expressed confidence in the strategic and cultural fit between the two companies, stating, "We're excited about the growth potential of this combination and believe it will significantly contribute to our shared vision."
Benefits of the Proposed Acquisition:
- E-invoicing Growth Opportunity: With more than 80 countries implementing legal requirements for e-invoicing and continuous transaction control (CTC) regulations, Pagero is well-positioned to address the resulting compliance burden, driving robust growth for e-invoicing solutions.
- Market Leading Solutions: Pagero's comprehensive suite of global e-invoicing and digital communication solutions, delivered through a modern and open technology platform, has positioned the company as a market leader with 90,000 customers and over 14 million connected companies.
- Compelling Strategic Fit: Combining Pagero's e-invoicing compliance capabilities with Thomson Reuters' ONESOURCE indirect tax determination and reporting is anticipated to yield significant benefits, including enhanced compliance capabilities, workflow automation, and global scale through a single trusted vendor.
- Attractive Financial Model: Pagero boasts a high-quality revenue mix (87% recurring) and a proven track record of double-digit revenue growth. The company anticipates robust overall profitability in the next few years as its investment markets scale.
Transaction Details:
The acceptance period for the offer is set to commence around January 12, 2024, and conclude on or around February 9, 2024. Subject to the Offer being declared unconditional on February 9, 2024, Thomson Reuters aims to commence the settlement of the consideration in the Offer on or around February 16, 2024. The Offer is conditioned by acceptance from over 90% of Pagero's shareholders.
The Offer represents a premium of 11.1% compared to the closing price of SEK 36 for Pagero's shares on Nasdaq First North on January 10, 2024. It also exceeds the public cash offer announced by Vertex, Inc. on December 13, 2023, by SEK 4 per share.
Financing of the Offer:
The Offer, not subject to any financing contingency, is fully financed through funds currently available to Thomson Reuters.
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