The definitive proxy filing indicates the deal is on track for Q2 2026 closing. With dual fairness opinions, fully committed financing, and board unanimity, the path to approval appears clear. The 36% premium represents immediate value for shareholders, though appraisal rights are available for those seeking potentially higher value.
Price Chart
Executive Summary
Clearwater Analytics (CWAN) shareholders are being asked to vote on a $7.1 billion take-private merger by a consortium led by Permira, Warburg Pincus, Francisco Partners, and Temasek. The deal offers $24.55 per share in cash, representing a 36% premium to the pre-announcement price. The board and special committee unanimously recommend approval.
Key Financial Metrics
Key Facts
- Proposed merger consideration is $24.55 per share in cash
- Deal represents a 36% premium to the unaffected share price of $18.02
- Fairness opinions from both PJT Partners and J.P. Morgan confirm the price is fair to shareholders
- Board and special committee unanimously recommend approval
- Financing is fully committed with $5.9 billion in equity and $3.5 billion in debt secured
- Regulatory approvals are progressing with HSR clearance already obtained
Financial Impact
Approximately $7.1 billion enterprise value
Risk Factors
- Failure to obtain disinterested shareholder approval (required for going-private transaction)
- Potential shareholder litigation despite current absence of filed lawsuits
- Remaining international regulatory approvals in Australia, China, EU, and Turkey
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001193125-26-146311 |
| Document: d49219ddefm14a.htm | 0001193125-26-146311 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 6, 2026 12w ago | 15-12G | $24.56 awaiting T+5 | awaiting T+5 | — | — |
Jun 22, 2026 14w ago | 8-K | $24.53 $24.56 | ▲ +0.12% | ▲ +0.58% | — |
Jun 17, 2026 15w ago | Insider Cluster | $24.29 $24.56 | ▲ +1.11% | ▲ +2.78% | — |
Jun 15, 2026 15w ago | 144 | $24.25 $24.55 | ▲ +1.24% | ▲ +3.47% | — |
Jun 15, 2026 15w ago | 144 | $24.25 $24.55 | ▼ −1.24% | ▼ −3.47% | — |
May 7, 2026 21w ago | 8-K | $24.35 $24.37 | ▲ +0.08% | ▼ −1.38% | — |
Apr 15, 2026 24w ago | 144 | $24.11 $24.18 | ▲ +0.29% | ▼ −0.69% | — |
Apr 8, 2026 25w ago | DEFM14A | $24.02 $24.04 | ▲ +0.08% | ▼ −3.43% | — |
Apr 8, 2026 25w ago | Insider Cluster | $24.02 $24.04 | ▼ −0.08% | ▲ +3.43% | — |
Apr 1, 2026 26w ago | 10-K/A | $23.80 $24.00 | ▲ +0.84% | ▼ −2.78% | — |
US Market Status
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