M&A - TaskUs, Inc.

Form Type: DEFA14A

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000395

Filing Summary: TaskUs, Inc. has announced an agreement for its Co-Founders, Bryce Maddock and Jaspar Weir, in collaboration with Blackstone, to acquire the company and transition it into a private entity. Anticipated to close in the second half of 2025, the transaction is contingent upon standard closing conditions and requisite regulatory and shareholder approvals. Post-acquisition, TaskUs's common stock will no longer be traded publicly, which is set to provide the company with increased operational flexibility to invest in long-term growth, particularly in artificial intelligence. Employees will not experience immediate changes in job responsibilities, salaries, or benefits until the closing date. Existing shareholders will receive $16.50 in cash per share following the acquisition. However, they retain the ability to buy or sell stocks until the transaction is finalized, with ongoing business operations remaining unaffected in the meantime. TaskUs aims to ensure a seamless transition during this period and communicate any changes promptly to employees and stakeholders.

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000378

Filing Summary: On May 9, 2025, TaskUs, Inc. announced a definitive agreement for its acquisition by an affiliate of Blackstone. The acquisition involves the company's Co-Founder and CEO Bryce Maddock, and Co-Founder and President Jaspar Weir. This announcement is coupled with a solicitation material regarding the acquisition, indicating plans to file relevant information with the SEC, including a proxy statement and transaction statement on Schedule 13E-3. The communication stresses the importance for investors and shareholders to review all relevant documents as they become available, emphasizing the need to understand the nuances of the proposed transaction. Additionally, various risks associated with the completion of the acquisition and operational impacts are highlighted, including the potential for changes in client relationships, management capabilities, and economic factors. A press release dated May 9, 2025, is attached as Exhibit 99.1, detailing the announcement further.

Form Type: 8-K

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000095015725000390

Filing Summary: On May 8, 2025, TaskUs, Inc. entered into an Agreement and Plan of Merger with Breeze Merger Corporation. This agreement was unanimously approved by the company's Board of Directors following a recommendation from a special committee. The merger will result in the merging of Breeze Merger Corporation with TaskUs, which will survive the merger. Each share of TaskUs's Class A and Class B Common Stock will be canceled and converted into the right to receive $16.50 in cash at the effective time of the merger. The agreement includes provisions related to the treatment of equity awards, with restrictions on stock options and restricted stock units. Closing conditions include the need for stockholder approvals and regulatory clearances. The merger agreement includes a termination fee of $39 million for certain breaches. TaskUs also terminated its current share repurchase program as part of this process. Shareholders are encouraged to read the related documents that TaskUs intends to file with the SEC regarding this merger.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000379

Filing Summary: On May 9, 2025, TaskUs, Inc. announced that it has entered into a definitive agreement to be acquired by an affiliate of Blackstone. This agreement is endorsed by the Company’s co-founders, Bryce Maddock and Jaspar Weir. The announcement includes a press release which indicates that the Company is soliciting proxies from its stockholders regarding this proposed acquisition. Relevant materials will be filed with the SEC, including a proxy statement and a transaction statement on Schedule 13E-3. Investors and stockholders are encouraged to read these documents, as they will contain vital information concerning the proposed acquisition. It also discusses potential risks related to the completion of the acquisition, such as receiving required stockholder approvals and finalizing conditions pertinent to the transaction. Factors influencing the completion timeline, shareholder litigation risks, and how the acquisition might affect the Company's business operations and relationships are also detailed.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000095015725000391

Filing Summary: On May 8, 2025, TaskUs, Inc. entered into an Agreement and Plan of Merger with Breeze Merger Corporation, which was unanimously approved by the Board, subject to terms and conditions outlined in the Merger Agreement. The merger will see TaskUs merged into Breeze Merger Corporation, with all outstanding shares of Class A and Class B common stock being canceled and converted into cash at the Merger Consideration of $16.50 per share. Certain equity awards will also be converted into cash equivalent to the Merger Consideration. Completion of the merger is subject to shareholder approvals, absence of prohibitive laws, and accuracy of representations and warranties. The Merger Agreement includes no solicitation clauses against competing acquisition proposals and specifies termination conditions, including a termination fee of $39 million under certain scenarios. Concurrently, the Company ended its share repurchase program as of May 9, 2025. Voting and Support Agreements were executed with Continuing Stockholders to secure their votes in favor of the merger, with specifics on voting obligations and share transfer restrictions.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000392

Filing Summary: TaskUs, Inc. announced that it has entered into an agreement with Jasper and 1, in partnership with Blackstone, to acquire the publicly traded shares of TaskUs and transition to a private company. This shift aims to provide more flexibility for long-term investments in their business, particularly as they navigate changes brought on by advancements in artificial intelligence. While the transaction is expected to close in the second half of 2025, it remains subject to customary closing conditions, including regulatory and stockholder approvals. Founders Bryce Maddock and his partner will continue in their executive roles following the transaction. The communication also announces an invitation to an SLT meeting for further discussions on the transition to a private company.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000393

Filing Summary: TaskUs, Inc. announced on May 9, 2025, that it has entered into an agreement to be acquired by an affiliate of Blackstone, led by TaskUs Co-Founder and CEO Bryce Maddock along with Co-Founder and President Jaspar Weir. Following this transaction, TaskUs will transition to being a private company. The acquisition is set to allow TaskUs to make long-term investments necessary to support its clients effectively in the evolving landscape influenced by artificial intelligence. The communication emphasized the significance and strategic nature of this transaction, which marks a pivotal moment in the company's journey since its establishment in 2008.

Form Type: DEFA14A

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: New

Accession Number: 000095015725000394

Filing Summary: On May 9, 2025, TaskUs, Inc. announced it has entered into a definitive agreement to be acquired by an affiliate of Blackstone for $16.50 per share in cash. The deal, which was unanimously recommended by a Special Committee of independent directors, represents a 26% premium over the company's 30-day volume-weighted average price (VWAP). The transaction is expected to close in the second half of 2025, pending customary closing conditions and regulatory approvals. Following the announcement, TaskUs has canceled a previously scheduled conference call and withdrawn its full-year 2025 guidance. The company reported Q1 2025 revenues of $277.8 million, a 22.1% increase year-over-year, with a net income of $21.1 million and an adjusted net income of $35.9 million. The communication emphasizes the importance for investors to read all relevant documents regarding the proposed acquisition, including the upcoming proxy statement.