Thoughtworks Holding, Inc. Completes Merger with Tasmania Merger Sub, Inc.

Thoughtworks Holding, Inc. (NASDAQ:TWKS) recently finalized its merger with Tasmania Merger Sub, Inc., according to an 8-K form filed with the Securities and Exchange Commission on November 13, 2024. The merger, as detailed in the agreement and plan executed on August 5, 2024, involved Tasmania Midco, LLC as the parent company. Under this merger, Thoughtworks Holding, Inc. became a wholly owned subsidiary of Parent.

Per the terms of the merger agreement, each outstanding share of Thoughtworks Common Stock, except those held by Parent or Merger Sub or those of Company Stockholders who did not vote in favor of the merger, were exchanged for a cash payment of $4.40 per share, subject to applicable tax withholdings.

In addition, the company provided details on the treatment of equity awards following the merger. Vested Company Options were exchanged for cash payments, while Unvested Company Options were converted to contingent cash amounts subject to vesting conditions. Furthermore, outstanding Company RSU Awards were canceled and converted to cash payments based on the number of shares.

As a result of the merger, Thoughtworks stock will no longer be publicly traded on the Nasdaq Global Select Market. Following the completion of the transaction, the company is expected to file for deregistration of its common stock and suspend reporting obligations under the Securities Exchange Act of 1934.

Upon the merger’s completion, the directors and officers of the company immediately prior to the merger continued in their roles with the surviving entity. Additionally, the company’s certificate of incorporation was amended and restated in its entirety as part of the merger process.

The Form 8-K filing also included a copy of the press release issued by Thoughtworks on the closing date of the merger, announcing its completion. Investors and stakeholders were further directed to additional resources for updates from the company.

The filing lists various parties involved in the transaction, including financial and legal advisors providing counsel to Thoughtworks, Tasmania Midco, and Apax Funds. The form concludes with a list of exhibits and required signatures to attest to the accuracy and completeness of the report.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Thoughtworks’s 8K filing here.

Thoughtworks Company Profile

Thoughtworks Holding, Inc provides technology consultancy services in North America, the Asia Pacific, Europe, and Latin America. The company’s consultancy services integrate strategy, design, and software engineering to enable enterprises and technology disruptors to thrive as modern digital businesses.