Twilio (NYSE:TWLO) and SendGrid has announced that they have entered into a definitive agreement for Twilio to acquire SendGrid in an all-stock transaction valued at approximately USD 2 billion, the companies said.
At the exchange ratio of 0.485 shares of Twilio Class A common stock per share of SendGrid common stock, this price equates to approximately USD 36.92 per share based on a recent closing price. The transaction is expected to close in the first half of 2019.
Under the terms of the transaction, Twilio Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Twilio, will be merged with and into SendGrid, with SendGrid surviving as a wholly owned subsidiary of Twilio.
At closing, each outstanding share of SendGrid common stock will be converted into the right to receive 0.485 shares of Twilio Class A common stock, which represents a per share price for SendGrid common stock of USD 36.92 based on the closing price of Twilio Class A common stock on October 15, 2018. The exchange ratio represents a 14% premium over the average exchange ratio for the ten calendar days ending, October 15, 2018.
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Twilio and Goodwin Procter LLP is acting as legal counsel to Twilio. Morgan Stanley & Co. LLC. is serving as exclusive financial advisor to SendGrid and Cooley LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal counsel to SendGrid.
SendGrid is a digital communications platform enabling businesses to engage with their customers via email reliably, effectively and at scale. A provider of email deliverability, SendGrid has processed over 45 billion emails each month for Internet and mobile-based customers as well as more traditional enterprises.
Millions of developers around the world have used Twilio to unlock the magic of communications to improve any human experience. Twilio has democratized communications channels like voice, text, chat, and video by virtualizing the world´s telecommunications infrastructure through APIs that are simple enough for any developer to use, yet robust enough to power the world´s most demanding applications. By making communications a part of every software developer´s toolkit, Twilio is enabling innovators across every industry — from emerging leaders to the world´s largest organizations — to reinvent how companies engage with their customers.