BOISE, Idaho, and CHICAGO, Illinois, April 2, 2025 — Clearwater Analytics (NYSE: CWAN) (“Clearwater”) and Enfusion, Inc. (NYSE: ENFN) (“Enfusion”) today announced that the deadline for Enfusion shareholders of record to elect the form of merger consideration (the “Merger Consideration”) they wish to receive in connection with Clearwater’s acquisition of Enfusion (the “Transaction”) is 5:00 p.m. Eastern Time on April 16, 2025 (such deadline, as it may be extended, the “Election Deadline”).
Enfusion shareholders who hold shares through a bank, broker or other nominee may be subject to an earlier election deadline and must carefully review and properly complete any election materials they received from their bank, broker or other nominee regarding how to make an election. The parties expect to close the Transaction on or about April 21, 2025, subject to the approval of the Transaction by Enfusion shareholders and the satisfaction or waiver of other customary closing conditions.
The election materials necessary for Enfusion shareholders of record to make an election as to the form of Merger Consideration they wish to receive have been sent to holders of record of Enfusion common stock as of March 20, 2025.
Enfusion shareholders of record wishing to make an election must deliver properly completed election materials to Computershare Trust Company, N.A. by the Election Deadline.
As previously disclosed, on January 10, 2025, Enfusion, Clearwater, Enfusion Ltd. LLC (“Enfusion OpCo”), Poseidon Acquirer, Inc., Poseidon Merger Sub I, Inc. and Poseidon Merger Sub II, LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement and as further described in the election materials and in the parties’ definitive proxy statement/prospectus dated March 20, 2025, as supplemented by Supplement No. 1 thereto dated March 31, 2025 (the “Proxy Statement/Prospectus”), at the effective time of the Transaction (the “Effective Time”), each Enfusion shareholder will be entitled to receive, for each (i) share of Class A common stock of Enfusion outstanding as of immediately prior to the Effective Time, (ii) restricted stock unit of Enfusion that is vested as of immediately prior to the Effective Time or that will vest as a result of the consummation of the Transaction and (iii) limited liability company unit of Enfusion OpCo outstanding as of immediately prior to the Effective Time, in each case subject to proration according to the terms of the Merger Agreement to the extent any election is oversubscribed:
a) (i) cash in an amount equal to $5.85 and (ii) a number of shares of Class A common stock of Clearwater equal to the Per Share Parent Stock Amount (as defined below);
b) a number of shares of Class A common stock of Clearwater equal to the Exchange Ratio (as defined below); or
c) cash in an amount equal to the Aggregate Consideration Per Share (as defined below); and
in each case, cash in lieu of any fractional shares of Class A common stock of Clearwater that such shareholder would otherwise be entitled to receive. The value paid per share of Enfusion Class A common stock will be equalized such that the value of the Merger Consideration will be substantially the same, regardless of which form of Merger Consideration is elected.
The “Per Share Parent Stock Amount” will be determined by dividing $5.40 by the volume-weighted average price (such price, the “Final Parent Stock Price”) of one share of Clearwater Class A common stock for the ten-trading day period ending on (and including) the second to last trading day prior to (but not including) the closing date of the Transaction (the “Closing Date”); provided that (x) if the Final Parent Stock Price is less than or equal to $25.0133, then the Per Share Parent Stock Amount will be deemed to be 0.2159 and (y) if the Final Parent Stock Price is greater than or equal to $30.5718, then the Per Share Parent Stock Amount will be deemed to be 0.1766. The “Aggregate Consideration Per Share” will be determined by dividing the Aggregate Consideration by the total number of Enfusion Class A common stock and restricted stock units and Enfusion OpCo limited liability company units eligible to receive Merger Consideration (collectively, the “Eligible Shares”). The “Aggregate Consideration” will be determined as the sum of (i) a number of shares of Clearwater Class A common stock equal to the product of (x) the Per Share Parent Stock Amount multiplied by (y) the total number of Eligible Shares multiplied by (z) the Final Parent Stock Price and (ii) the product of $5.85 multiplied by the total number of Eligible Shares. The “Exchange Ratio” will be determined by dividing the Aggregate Consideration Per Share by the Final Parent Stock Price.
Enfusion shareholders with questions regarding the election materials or the election process should contact Innisfree M&A Incorporated, the information agent for the election, at (877) 750-0637 or their bank, broker or other nominee, as applicable, as soon as possible.
A more detailed description of the Merger Consideration and the proration procedures applicable to elections is contained in the Proxy Statement/Prospectus. Enfusion stockholders are urged to read the Proxy Statement/Prospectus carefully and in its entirety. Copies of the Proxy Statement/Prospectus may be obtained free of charge by following the instructions below under “Additional Information and Where to Find It.”