SAP SE’s $8 Billion Acquisition of Qualtrics International Inc.

Qualtrics was advised on the transaction by Qatalyst Partners and Goodwin Procter, LLP. J.P. Morgan acted as financial advisor and Jones Day acted as legal advisor to SAP.

SAP SE (NYSE: SAP) and Qualtrics International Inc. (Qualtrics) today announced they have entered into a definitive agreement under which SAP SE intends to acquire Qualtrics, the global pioneer of the experience management (XM) software category that enables organizations to thrive in today’s experience economy.

Under the terms of the agreement, SAP will acquire all outstanding shares of Qualtrics for US$8 billion in cash. SAP has secured financing in the amount of €7 billion to cover purchase price and acquisition-related costs. The purchase price includes unvested employee incentive compensation and cash on the balance sheet at close. Subject to customary closing conditions and attainment of regulatory clearances, the acquisition is expected to close in the first half of 2019. The Boards of Directors of SAP and Qualtrics have approved the transaction. Qualtrics’ shareholders have also approved the transaction.

Following the closing of the transaction, Qualtrics is expected to maintain its leadership, personnel, branding and culture, operating as an entity within SAP’s Cloud Business Group. Ryan Smith will continue to lead Qualtrics, and Qualtrics is expected to continue to maintain dual headquarters in Provo, Utah, and Seattle, Washington.

Jones Day is advising SAP SE with a team led by Daniel R. Mitz (Picture), Randi C. Lesnick

The Goodwin team advising Qualtrics is led by partners Anthony McCusker, Lawrence Chu, Mike Russell, and Alessandra Simons, and associates Matt McCoy, Kristin Gerber, Elizabeth Telefus, Ava Vilhauer, Ria Pascual, Yifan Yang, and John Horton.

The team also includes partners Kelsey Lemaster, Kevin Lam, Lynda Galligan, Sarah Bock, and Paul Jin, counsel Jacqueline Klosek, Todd Hahn, Kirby Lewis, Jacob Osborn, and Ai Tajima, and associates Alexander Plaum, Victor Wang, Ben Horwitz, Alexandra Denniston, Elizabeth Chang, and Sarah Tauman.

Prior to today’s announcement, Qualtrics was scheduled to consummate an initial public offering of its Common Stock later this week. SAP CEO, Bill McDermott, said in a conference call that the Qualtrics IPO was already over-subscribed. The Goodwin team representing Qualtrics in its IPO was led by partners Anthony McCusker and Bradley Weber, and included associates Rachel Over, John Casnocha, Erica Kassman, Elizabeth Telefus, and Ria Pascual.

Involved fees earner: Sarah Bock – Goodwin Procter; John Casnocha – Goodwin Procter; Elizabeth Chang – Goodwin Procter; Lawrence Chu – Goodwin Procter; Alexandra Denniston – Goodwin Procter; Lynda Galligan – Goodwin Procter; Kristin Gerber – Goodwin Procter; Todd Hahn – Goodwin Procter; Benjamin Horwitz – Goodwin Procter; Paul Jin – Goodwin Procter; Erica Kassman – Goodwin Procter; Jacqueline Klosek – Goodwin Procter; Kevin Lam – Goodwin Procter; Kelsey Lemaster – Goodwin Procter; Kirby Lewis – Goodwin Procter; Matthew McCoy – Goodwin Procter; Anthony McCusker – Goodwin Procter; Jacob Osborn – Goodwin Procter; Rachel Over – Goodwin Procter; Ria Mae Pascual – Goodwin Procter; Alexander Plaum – Goodwin Procter; Michael Russell – Goodwin Procter; Alessandra Simons – Goodwin Procter; Ai Tajima – Goodwin Procter; Sarah Tauman – Goodwin Procter; Elizabeth Telefus – Goodwin Procter; Ava Vilhauer – Goodwin Procter; Victor Wang – Goodwin Procter; John Wayne Horton – Goodwin Procter; Bradley Weber – Goodwin Procter; Randi Lesnick – Jones Day; Daniel Mitz – Jones Day;

Law Firms: Goodwin Procter; Jones Day;

Clients: Qualtrics International Inc.; SAP AG;

 

Author: Ambrogio Visconti