Thomson Reuters Acquires Majority Interest in Pagero, Ending Bidding War

Thomson Reuters Corporation, a global content and technology company, has successfully acquired approximately 53.81% of Pagero Group AB's shares, positioning itself as the majority shareholder in the e-invoicing and indirect tax solutions leader. This move follows the announcement of a recommended public tender offer to acquire 100% of Pagero's shares on January 11, 2024.

In a strategic development, Thomson Reuters has increased the Offer price to SEK 50 per share, making the Offer unconditional and receiving unanimous approval from Pagero's independent bid committee.

This move is aimed to stop rival bids from Avalara and Vertex.

This acquisition builds upon the companies' existing partnership announced in February 2023, envisioning a connected suite of global indirect tax, reporting, and e-invoicing capabilities.

Pagero is a provider of e-invoicing and indirect tax solutions, facilitating automated, compliant, and secure exchange of digital orders, invoices, and other business documents. With Thomson Reuters now the majority shareholder, the collaboration aims to accelerate the joint vision for a comprehensive suite of global indirect tax solutions.

As countries increasingly adopt real-time digital tax regulations, Pagero's e-invoicing compliance capabilities complement Thomson Reuters' ONESOURCE indirect tax offerings. This synergy provides customers with enhanced compliance and workflow automation benefits, aligning with the evolving landscape of global tax regulations.

Steve Hasker, CEO and President of Thomson Reuters, expressed confidence in the revised and unconditional offer, stating, "This validates Thomson Reuters as the best home for Pagero and supports our shared vision to provide customers with automated, secure, and compliant tax solutions."

Key Benefits of the Proposed Acquisition:

Thomson Reuters cite the benefits of the proposed acquisition as

• Significant E-invoicing Growth Opportunity. Over 80 countries are moving towards legal requirements for e-invoicing and continuous transaction control (CTC) regulations, creating a substantial growth opportunity for e-invoicing solutions like Pagero's.
• Compelling Strategic Fit: The combination of Pagero's e-invoicing compliance capabilities with Thomson Reuters' ONESOURCE indirect tax determination and reporting is expected to yield significant benefits for customers, 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, with a pathway to robust overall profitability in the coming years.

Details of the Revised Offer:

• The total value of the Revised Offer, based on 161,167,486 outstanding shares in Pagero, amounts to approximately SEK 8.1 billion.
• The Revised Offer represents a premium of 11.1% compared to the public cash offer from Avalara and significant premiums compared to Pagero's share prices on Nasdaq First North.

Thomson Reuters has declared the Offer unconditional, paving the way for the completion of the Offer, with settlement for all tendered shares expected once the Offer's acceptance period expires. The acquisition reinforces Thomson Reuters' commitment to maintaining Pagero as a market solution, ensuring continuity for its community of Indirect Tax customers.