Nasdaq (Nasdaq: NDAQ) today announced the completion of its
acquisition of Adenza, a provider of mission-critical risk
management, regulatory reporting, and capital markets software to
the financial services industry, from Thoma Bravo, a leading
software investment firm. The acquisition advances Nasdaq’s
transformation, further expanding the company’s capabilities to
support the world’s financial institutions with mission-critical
solutions designed to manage risk and compliance, strengthen
integrity, and enhance market and trading infrastructure.
“The acquisition of Adenza represents an important milestone in
Nasdaq’s ongoing transformation, accelerating our vision to become
the trusted fabric of the financial system,” said Adena
Friedman, Chair and Chief Executive Officer, Nasdaq.
“Nasdaq, with Adenza, is strongly positioned to deepen our
strategic relationships with the world’s financial institutions. We
are uniquely placed to help our clients navigate rapidly evolving
changes in the capital markets and regulatory environment and
address their most complex challenges across risk and crime
management, compliance, and reporting.”
In addition to the strategic alignment between Nasdaq and
Adenza, Adenza’s financial profile is highly attractive and is
expected to enhance Nasdaq’s organic revenue growth rate and
improve the company’s operating margins as the deal synergies are
achieved. Nasdaq expects to realize $80 million of annual run-rate
net expense synergies by the end of the second year following the
acquisition and $100 million in revenue synergies over the
long-term. Nasdaq remains committed to reaching its leverage
targets of 4.0x within 18 months and ~3.3x within 36 months
following the closing.
To maximize the benefits of the acquisition to clients,
employees, and shareholders, Nasdaq has further evolved its
corporate structure and will now be aligned across the following
three divisions:
- Capital Access Platforms, which remains
unchanged and incorporates the company’s Data & Listings,
Index, and Workflow & Insights businesses.
- Market Services, which will include Nasdaq’s
foundational North American and European Trading Services
businesses.
- Financial Technology, which will be comprised
of two distinct units:
- Capital Markets Technology, which will combine Nasdaq’s
Marketplace Technology and Calypso’s Capital Markets
solutions.
- Regulatory Technology, which will include Nasdaq’s suite of
Anti-Financial Crime solutions as well as AxiomSL’s Regulatory
Technology solutions.
“Adenza has world-class products, a portfolio of
mission-critical technology, an excellent leadership team, and a
culture of innovation that aligns exceptionally well with Nasdaq,”
said Tal Cohen, Co-President, Nasdaq. “We look
forward to working together in the months to come, ensuring a
successful integration, and aligning our go-to-market approach to
position us to solve our customers’ most pressing operational
challenges across capital markets, risk management, and regulatory
compliance.”
In conjunction with the completion of the transaction, and in
accordance with the terms of the transaction, Nasdaq has appointed
Holden Spaht, a Managing Partner at Thoma Bravo, to serve as a
member of Nasdaq’s Board of Directors, effective immediately. With
Spaht’s appointment, the Board of Directors will be expanded to
twelve members.
“We see tremendous opportunity to further enhance Adenza’s
strong growth profile and mission-critical product portfolio as
part of Nasdaq’s global platform and trusted brand,” said
Holden Spaht, a Managing Partner, Thoma Bravo and Nasdaq
Board Director. “I am excited to join Nasdaq’s Board of
Directors and look forward to working closely with Adena and the
Board to help drive value for all shareholders. The acquisition of
Adenza validates Nasdaq’s successful transformation into one of the
most important software and technology companies across the global
financial services ecosystem, and Thoma Bravo is excited to help
support Nasdaq in its next chapter of growth.”
About Nasdaq:Nasdaq (Nasdaq: NDAQ) is a leading
global technology company serving corporate clients, investment
managers, banks, brokers, and exchange operators as they navigate
and interact with the global capital markets and the broader
financial system. We aspire to deliver world-leading platforms that
improve the liquidity, transparency, and integrity of the global
economy. Our diverse offering of data, analytics, software,
exchange capabilities, and client-centric services enables clients
to optimize and execute their business vision with confidence. To
learn more about the company, technology solutions, and career
opportunities, visit us on LinkedIn, on X @Nasdaq, or at
www.nasdaq.com.
About Thoma BravoThoma Bravo is one of the
largest software investors in the world, with more than US$131
billion in assets under management as of June 30, 2023.
Through its private equity, growth equity and credit strategies,
the firm invests in growth-oriented, innovative companies operating
in the software and technology sectors. Leveraging Thoma Bravo's
deep sector expertise and strategic and operational capabilities,
the firm collaborates with its portfolio companies to implement
operating best practices and drive growth initiatives. Over the
past 20 years, the firm has acquired or invested in more than 440
companies representing over US$250 billion in enterprise
value (including control and non-control investments). The firm has
offices in Chicago, London, Miami, New
York and San Francisco. For more information, visit Thoma
Bravo's website at thomabravo.com.
Cautionary Note Regarding Forward-Looking
Statements: This press release contains forward-looking
information related to Nasdaq and Adenza that involves substantial
risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed or implied by
such statements. When used in this communication, words such as
“enables”, “intends”, “will”, “can”, “expected”, “enhances” and
similar expressions and any other statements that are not
historical facts are intended to identify forward-looking
statements. Forward-looking statements in this press release
include, among other things, statements about the potential
benefits of Nasdaq’s completed acquisition of Adenza, Nasdaq’s
plans, objectives, expectations and intentions and the financial
condition, results of operations and business of Nasdaq or Adenza.
Risks and uncertainties include, among other things, Nasdaq’s
ability to successfully integrate Adenza’s operations; Nasdaq’s
ability to implement its plans, forecasts and other expectations
with respect to Adenza’s business and realize expected synergies;
and the ability to realize the anticipated benefits of the
transaction, including the possibility that the expected benefits
from the transaction will not be realized or will not be realized
within the expected time period.
Further information on these and other risks and uncertainties
relating to Nasdaq can be found in its reports filed on
Forms 10-K, 10-Q and 8-K and in other
filings Nasdaq makes with the SEC from time to time,
which are available at www.sec.gov. These documents are also
available under the Investor Relations section of Nasdaq’s website
at http://ir.nasdaq.com/investor-relations.
The forward-looking statements included in this communication
are made only as of the date hereof. Nasdaq disclaims any
obligation to update these forward-looking statements, except as
required by law.
Nasdaq Media Relations Contact:
Marleen Geerlof+1.347.380.3520marleen.geerlof@nasdaq.com
Nasdaq Investor Relations Contact:
Ato Garrett+1.212.401.8737ato.garrett@nasdaq.com
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