DEFA14A: Dayforce Urges Stockholders to Vote FOR Thoma Bravo Merger

Dayforce, Inc. is urging stockholders to vote in favor of the proposed merger with funds affiliated with Thoma Bravo, L.P. at the upcoming Special Meeting on November 12, 2025.

Summary

• Dayforce, Inc. has sent proxy materials for a Special Meeting on November 12, 2025, concerning a proposed merger with funds affiliated with Thoma Bravo, L.P.
• The Board of Directors unanimously recommends that stockholders vote FOR the Merger and related proposals.
• Two leading independent proxy advisory firms, Institutional Shareholder Services, Inc. (ISS) and Glass Lewis and Co. LLC (Glass Lewis), have both affirmed the Board's recommendation to vote FOR the Merger.
• Stockholders are urged to vote today by telephone, Internet, or by returning the enclosed proxy card or voting instruction form.
• Assistance with voting is available by calling Innisfree M&A Incorporated toll-free at (877) 456-3422 (U.S. and Canada) or +1 (412) 232-3651 (other countries).

Sentiment

Score: 9

Explanation: The filing expresses strong confidence and urgency in the proposed merger, with unanimous board support and endorsements from leading independent proxy advisory firms, indicating a high likelihood of a positive outcome for the merger's approval.

Positives

• The Board of Directors unanimously recommends voting FOR the proposed merger.
• Both Institutional Shareholder Services, Inc. (ISS) and Glass Lewis and Co. LLC (Glass Lewis) support the Board's recommendation for the merger.

Future Outlook

The immediate future outlook is focused on the successful completion of the proposed merger with funds affiliated with Thoma Bravo, L.P. following the stockholder vote.

Management Comments

• "Our Board of Directors unanimously recommends that you vote FOR the Merger and related proposals."
• "Your vote is important, no matter how many shares you own. If you have not already done so, please vote TODAY."
• "Thank you for your support." David Ossip, Chief Executive Officer and Chair of the Board

Industry Context

This announcement is a procedural step in the acquisition of Dayforce, a human capital management software company, by a private equity firm, Thoma Bravo. Such acquisitions are common in the technology sector as companies seek to consolidate or transition ownership structures.

Stakeholder Impact

• Shareholders are directly impacted by the proposed merger and are being solicited to vote on the transaction, which will determine the future ownership and valuation of their shares.

Next Steps

• Stockholders are required to cast their votes on the proposed merger.
• The Special Meeting will be held on November 12, 2025, to finalize the vote.
• Completion of the merger, pending stockholder approval.

Key Dates

Recommendation

The Board and independent proxy advisors recommend voting FOR the proposed merger with Thoma Bravo, indicating a high likelihood of completion. Assuming the market has largely priced in the merger consideration, a 'hold' recommendation is appropriate for existing shareholders awaiting the transaction's close.

Keywords

Dayforce, Thoma Bravo, Merger, Acquisition, Proxy Solicitation, Special Meeting, Stockholder Vote, Corporate Governance