Thoma Bravo secures shareholder approval for $12.3bn Dayforce take-private

Thoma Bravo has received strong shareholder backing for its $12.3bn acquisition of HR software provider Dayforce, clearing a major hurdle for one of the year’s largest private equity take-privates, Reuters reports.

Dayforce said 88.4% of votes cast supported the transaction, despite earlier objections from its biggest shareholder, T. Rowe Price Associates, which holds 15.7% of the company. The investor had criticised the bid as “underwhelming” and warned it sought to exploit “short-term pessimism” in the software sector.

Thoma Bravo agreed to buy Dayforce in August for $70 per share in cash. The deal will expand the firm’s software portfolio and increase its exposure to subscription-based revenue, a model that has remained resilient in a weaker economic environment marked by higher tariffs, softer labour conditions, and volatile corporate spending.

The buyout is expected to close late this year or early 2026, subject to customary approvals.

The vote underscores private equity’s continued appetite for software businesses offering predictable cashflows and recurring revenue, even as some public market investors turn cautious on valuations.

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