DEFA14A: Olo Announces Definitive Agreement to Be Acquired by Thoma Bravo, Set to Go Private

Olo Inc. has entered into a definitive agreement to be acquired by leading software investment firm Thoma Bravo, with the transaction expected to close by the end of calendar year 2025, after which Olo will become a private company.

Summary

• Olo Inc. has signed a definitive agreement to be acquired by Thoma Bravo, a prominent software investment firm.
• The acquisition is anticipated to close by the end of calendar year 2025, at which point Olo will transition to a private company.
• The company assures its 750+ brands and customers that service and dedication will remain consistent both during and after the transaction.
• Management believes the partnership with Thoma Bravo will enhance Olo's ability to help customers increase orders, streamline operations, and improve guest experiences through accelerated innovation.

Sentiment

Score: 8

Explanation: The communication is overwhelmingly positive, emphasizing the strategic benefits of the acquisition by Thoma Bravo, the anticipated acceleration of innovation, and the assurance of continued high-quality service for customers. While standard merger risks are disclosed, the overall tone and stated intentions are highly optimistic regarding Olo's future.

Positives

• Partnership with Thoma Bravo, a leading software investment firm, is expected to strengthen Olo's market position.
• Thoma Bravo's support, resources, and expertise are anticipated to accelerate Olo's innovation.
• The transaction is believed to improve Olo's ability to help customers increase orders, streamline operations, and enhance guest experiences.
• Olo expects to better help customers grow their businesses and drive profitable traffic with Thoma Bravo's backing.
• The company assures customers of continued service and dedication, maintaining 'business as usual' post-acquisition.

Risks

• The proposed merger may not be completed in a timely manner or at all, which could adversely affect Olo's business and stock price.
• Failure to satisfy any conditions to the merger's consummation, including receipt of certain regulatory approvals, could prevent the deal.
• Failure to obtain stockholder approval is a risk to the merger's completion.
• An event or circumstance could occur that leads to the termination of the merger agreement, potentially requiring Olo to pay a termination fee.
• The announcement or pendency of the proposed transaction could negatively affect Olo's business relationships, operating results, and overall business.
• The proposed transaction may disrupt Olo's current plans and operations.
• Olo's ability to retain and hire key personnel and maintain relationships with key business partners and customers may be impacted by the proposed transaction.
• Diverting management's attention from ongoing business operations is a potential risk.
• Unexpected costs, charges, or expenses may result from the proposed merger.
• Potential litigation relating to the merger could be instituted against the parties or their directors, managers, or officers.
• Continued availability of capital and financing and rating agency actions are uncertainties.
• Certain restrictions during the merger's pendency may limit Olo's ability to pursue business opportunities or strategic transactions.
• Unpredictability and severity of catastrophic events, including acts of terrorism, war, or hostilities, could impact the business.
• Adverse general and industry-specific economic and market conditions pose a risk.
• Uncertainty exists regarding the exact timing of the proposed merger's completion.
• Legislative, regulatory, and economic developments could affect Olo's business.

Future Outlook

Olo expects to be in a stronger position post-acquisition, leveraging Thoma Bravo's support, resources, and expertise to accelerate innovation, grow customer businesses, and drive profitable traffic. The company will become private upon the transaction's close, anticipated by the end of calendar year 2025, and assures customers of continued, uninterrupted service.

Management Comments

• "I'm excited to share important news about Olo. Earlier today, we announced that Olo has entered into a definitive agreement to be acquired by Thoma Bravo."
• "We are excited by this new partnership, as we believe it will put us in an even stronger position to enable you and our other 750+ brands to help make every guest feel like a regular."
• "It's clear to us that Thoma Bravo understands our market, our competitive differentiation, and our strategy."
• "With their support, resources and expertise, the Olo board, leadership team, and I believe this transaction will further improve upon our ability to help you increase orders, streamline operations, and improve your guests experiences."
• "By partnering with Thoma Bravo, we're confident we can accelerate our innovation to better help you grow your businesses and drive profitable traffic."
• "Olo will remain independent of Thoma Bravo until the transaction closes, which we expect to occur by the end of calendar year 2025. At that time, Olo will become a private company."
• "Above all, we want to assure you that our entire team is fully dedicated to serving you, both today and after the transaction closes. You can expect the same level of service and dedication from us, it will be business as usual."
• "We believe Olo's future is bright, and we are excited to continue working with you in the years to come."

Industry Context

This acquisition reflects a broader trend of private equity firms investing in established software companies, particularly those with strong market positions in specialized verticals like restaurant technology. Thoma Bravo's focus on backing leaders in their respective categories aligns with Olo's role in digital ordering and restaurant operations. The move to private ownership could allow Olo greater flexibility for long-term strategic investments and innovation without the pressures of quarterly public reporting.

Legal Proceedings

• Potential litigation relating to the merger could be instituted against the parties to the merger agreement or their respective directors, managers, or officers.

Stakeholder Impact

• **Shareholders**: Will need to approve the merger and will receive a definitive proxy statement with important information. The price of common stock may be adversely affected if the merger is not completed.
• **Customers (750+ brands)**: Assured of continued service and dedication, with expectations of increased orders, streamlined operations, improved guest experiences, accelerated innovation, and profitable traffic growth.
• **Employees**: The company's ability to retain and hire key personnel is identified as a risk, though management assures 'business as usual'.
• **Business Partners**: The company's ability to maintain relationships with key business partners is identified as a risk.

Next Steps

• Olo will file a proxy statement on Schedule 14A with the SEC relating to a special meeting of stockholders.
• A definitive proxy statement will be mailed to Olo's stockholders.
• Stockholder approval is required for the merger.
• The transaction is expected to close by the end of calendar year 2025.
• Upon closing, Olo will become a private company.

Key Dates

Keywords

Olo, Thoma Bravo, Acquisition, Merger, Private Equity, Software Investment, Restaurant Technology, Online Ordering, Customer Engagement, Corporate Governance, SEC Filing