DEFA14A: PROS Holdings Acquired by Thoma Bravo for $1.4B

PROS Holdings, a leading AI-powered SaaS provider, will be acquired by Thoma Bravo in an all-cash transaction valued at approximately $1.4 billion, with shareholders receiving $23.25 per share.

Summary

• PROS Holdings, Inc. has entered into a definitive Agreement and Plan of Merger with Portofino Parent, LLC and Portofino Merger Sub, Inc., entities formed by investment funds affiliated with Thoma Bravo, L.P.
• Under the terms of the agreement, PROS shareholders will receive $23.25 in cash for each share of common stock.
• The transaction values PROS at approximately $1.4 billion.
• The per-share price represents a premium of approximately 41.7% over PROS's closing share price on September 19, 2025, and a 53.2% premium to its 30-day volume weighted average share price ending the same date.
• Upon completion, PROS will become a private company and its common stock will no longer be listed on the New York Stock Exchange.
• The PROS Board of Directors unanimously approved the transaction, which is expected to close in the fourth quarter of 2025.
• The closing is subject to approval by PROS shareholders, regulatory approvals, and customary closing conditions.
• PROS will continue to be headquartered in Houston, Texas.

Sentiment

Score: 9

Explanation: The sentiment is highly positive due to the substantial premium offered to shareholders, the unanimous board approval, and the strategic benefits anticipated from partnering with a leading software investment firm like Thoma Bravo, which is expected to accelerate innovation and growth for PROS.

Positives

• Shareholders will receive a significant and immediate cash value of $23.25 per share, representing a substantial premium of 41.7% over the last closing price and 53.2% over the 30-day VWAP.
• The transaction is the culmination of a strategic review process undertaken by the PROS Board, indicating a considered decision for shareholder benefit.
• As a private company under Thoma Bravo, PROS expects to gain greater agility and flexibility to invest in innovation, expand its platform, and advance AI innovation and agentic intelligence.
• Thoma Bravo brings operating capabilities, capital support, and deep sector expertise to accelerate PROS's growth and strategic priorities.

Negatives

• PROS common stock will be delisted from the New York Stock Exchange, removing public trading opportunities for investors.
• The company will not be hosting its third quarter earnings conference call due to the announced transaction, which may limit immediate financial transparency.
• The proposed merger could disrupt current plans and operations, and divert management's attention from ongoing business activities.

Risks

• The risk that the Merger may not be completed in a timely manner or at all, which could adversely affect PROS's business and stock price.
• Failure to satisfy conditions to the Merger's consummation, including stockholder adoption and receipt of regulatory approvals, or denial of approvals by governmental entities.
• The occurrence of any event, change, or circumstance that could lead to the termination of the Merger Agreement.
• The risk that the Merger Agreement may be terminated under circumstances requiring PROS to pay a termination fee.
• The effect of the announcement or pendency of the Merger on PROS's business relationships, operating results, and business generally.
• Risks that the proposed Merger disrupts current plans and operations.
• Risks related to diverting management's attention from PROS's ongoing business operations.
• The outcome of any legal proceedings that may be instituted against PROS related to the Merger Agreement or the Merger.
• PROS's ability to retain, hire, and integrate skilled personnel, including its senior management team, and maintain relationships with key business partners and customers in light of the proposed Merger.
• Unexpected costs, charges, or expenses resulting from the proposed Merger.
• The impact of adverse general and industry-specific economic and market conditions.
• Risks caused by delays in upturns or downturns being reflected in PROS's financial position and results of operations.
• Risks that the benefits of the Merger are not realized when and as expected.
• Uncertainty as to the timing of completion of the proposed Merger.

Future Outlook

PROS, as a private company under Thoma Bravo, aims to continue delivering on key strategic priorities, including advancing AI innovation and agentic intelligence, expanding market reach, and optimizing go-to-market execution. The partnership is expected to provide greater flexibility and capital to invest in platform expansion and maintain leadership in AI-powered enterprise transformation.

Management Comments

• Bill Russell, Non-Executive Chairman of the PROS Board of Directors, stated: "We are pleased to reach this agreement with Thoma Bravo, which delivers significant and immediate cash value to our shareholders and we believe is the best path forward for PROS and all of our stakeholders."
• Jeff Cotten, President and CEO of PROS, commented: "With Thoma Bravo, I am confident that we will be able to achieve our operational and market ambitions for the benefit of our customers. As a private company, PROS will be more agile and have greater flexibility to invest in innovation and expand our platform, building on our leadership position and enabling us to remain at the forefront of AI-powered enterprise transformation."
• A.J. Rohde, a Senior Partner at Thoma Bravo, noted: "In today's volatile market environment, customers are increasingly looking to PROS AI-powered pricing and selling solutions to provide them with real-time, data-driven decision making that enables them to precisely capture demand at competitive price points through customized prices and offers. We are confident we can apply our operational expertise and our deep experience working with market-leading companies to accelerate PROS growth."
• Matt LoSardo, a Principal at Thoma Bravo, and Ryan Scheffler, a Vice President at Thoma Bravo, added: "We have been long impressed by PROS's track record of innovation and the tangible results they deliver for customers. We are excited to work together to continue delivering AI innovation, expand the platform's capabilities and leverage Thoma Bravo's resources and expertise to drive the next phase of growth."

Industry Context

The acquisition highlights the continued strong interest from private equity firms, particularly Thoma Bravo, in the high-growth software and technology sectors, especially those leveraging AI. PROS's focus on AI-powered pricing and selling solutions aligns with a broader industry trend where businesses seek data-driven decision-making tools to navigate volatile market environments and optimize commercial strategies. This transaction underscores the value placed on companies with established AI leadership and robust SaaS platforms.

Legal Proceedings

• There is a risk of legal proceedings being instituted against PROS related to the Merger Agreement or the Merger.

Stakeholder Impact

• Shareholders: Will receive significant immediate cash value for their shares, but will lose future public market participation in PROS.
• Employees: The company's ability to retain, hire, and integrate skilled personnel, including senior management, is a risk during the transition.
• Customers: PROS expects to continue delivering on strategic priorities, including AI innovation, which could benefit customers through enhanced solutions.
• Management: Attention may be diverted from ongoing business operations due to the merger process.

Next Steps

• PROS will file a proxy statement with the SEC to seek stockholder approval for the proposed Merger.
• The company will pursue necessary regulatory approvals from various governmental entities.
• PROS will release its third quarter 2025 financial results at a later, unspecified date.
• The transaction is expected to close in the fourth quarter of 2025, subject to all conditions being met.

Key Dates

Recommendation

For existing shareholders, the recommendation is to hold their shares and await the cash payout of $23.25 per share, as the significant premium offered by Thoma Bravo caps the immediate upside. For new investors, buying shares at or near the current market price (which would likely reflect the offer price) would offer minimal arbitrage opportunity, making it less attractive unless the market price dips significantly below the offer price due to perceived closing risks.

Keywords

PROS Holdings, Thoma Bravo, acquisition, merger, AI-powered SaaS, pricing solutions, selling solutions, private equity, software investment, corporate governance