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Transaction value of approximately
$570 million on a cash-free, debt-free basis, subject to certain assumptions and purchase price adjustments - Acquisition to provide CWT customers with more choice and value
- Transaction projected to create greater capacity for investment in software and services
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Expected to deliver significant shareholder value through synergy opportunity and efficiency gains from the combination, with approximately
$155 million of synergies identified -
Investor conference call scheduled for today at
08:30 A.M. Eastern Time
CWT serves 4,000 customers and is expected to generate approximately
After the acquisition closes, CWT customers would have access to Amex GBT’s proprietary software and services for travel and expense, including Neo1, Neo and Egencia, in addition to Select, which enables customers to integrate with leading technology partners. Customers would have access to the broadest portfolio of professional services, including meetings and events, consulting and sustainability solutions and Amex GBT’s marketplace would provide access to the most comprehensive and competitive content in the industry.
CWT CEO,
Significant Shareholder Value
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Highly attractive valuation and financial return: Based on CWT estimated 2024 Adjusted EBITDA of
$70 million–$80 million and$155 million of identified synergies, Amex GBT acquiring CWT for pre-synergy multiple of 7.6x and post-synergy multiple of 2.5x Adjusted EBITDA. Based on CWT estimated 2024 revenue of approximately$850 million , Amex GBT acquiring CWT for 0.7x revenue multiple. -
Synergy opportunity: Identified approximately
$155 million of annual run-rate synergies within three years, with approximately 35% expected to be realized in 2025. Amex GBT has a proven track record of delivering significant synergies through acquisitions. A dedicated integration team will execute the synergy plan. - Strong balance sheet and leverage profile: Amex GBT maintains a strong balance sheet and post-deal leverage stays within Amex GBT’s target range of 1.5x–2.5x.
- Accretive transaction: Expected to be break-even to earnings per share in the first year of transaction close and accretive thereafter.
Transaction Overview
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The transaction values CWT at approximately
$570 million on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments. At the closing of the transaction Amex GBT expects to issue approximately 71.7 million shares of its common stock at a fixed price of$6.00 per share and to use cash on hand to fund the retirement of CWT debt and the remaining transaction consideration. The CWT shareholders, which are primarily investment funds, are subject to a 90-day lockup for 50% of their shares and a 270-day lockup for the remainder of their shares. Both companies’ boards of directors have approved the transaction, which is expected to be completed in the second half of 2024, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals. -
Amex GBT acquiring CWT for pre-synergy multiple of 7.6x and post-synergy multiple of 2.5x Adjusted EBITDA, based on CWT estimated 2024 Adjusted EBITDA of
$70 million –$80 million and$155 million identified synergies. -
Amex GBT acquiring CWT for 0.7x revenue multiple, based on CWT estimated 2024 revenue of approximately
$850 million .
Investor Conference Call Information
Amex GBT will hold a live investor conference call on
About Amex GBT
About CWT
CWT is a global business travel and meetings solutions provider, with whom companies and governments partner to keep their people connected, in traditional business locations and some of the most remote and inaccessible parts of the globe. A private company majority owned by funds affiliated to
Forward-Looking Statements
This communication contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding our financial position, business strategy, and the plans and objectives of management for future operations and full-year guidance. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this communication are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us, including as a result of the transaction, will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors: (1) changes to projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities; (2) our ability to maintain our existing relationships with customers and suppliers and to compete with existing and new competitors; (3) various conflicts of interest that could arise among us, affiliates and investors; (4) our success in retaining or recruiting, or changes required in, our officers, key employees or directors; (5) factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control; (6) the impact of geopolitical conflicts, including the war in
Non-GAAP Financial Measures
Adjusted EBITDA is defined as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation, fair value movements on earnout and warrant derivative liabilities, long-term incentive plan costs, certain corporate costs, foreign currency gains (losses), non-service components of net periodic pension benefit (costs) and gains (losses) on disposal of businesses.
This communication contains non-GAAP financial measures related to the anticipated acquisition. Amex GBT believes these forward-looking non-GAAP measures are of interest to investors. We have not reconciled these forward-looking non-GAAP measures to their corresponding GAAP measures because certain items that impact these measures are unavailable without unreasonable efforts, out of Amex GBT’s control and/or cannot be reasonably predicted without unreasonable efforts.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240325881910/en/
Media:
AmexGBT@SloanePR.com
Investors:
Vice President Investor Relations
investor@amexgbt.com
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