Thoma Bravo has agreed to acquire PROS Holdings, a leading provider of AI-driven SaaS pricing and selling solutions, in an all-cash transaction valued at $1.4bn.

Under the terms of the agreement, PROS shareholders will receive $23.25 per share, representing a 41.7% premium to the stock’s last closing price prior to the announcement and a 53.2% premium over its 30-day volume-weighted average. Upon closing, expected in the fourth quarter of 2025, PROS will become a private company.

The deal follows a strategic review by PROS’ board. Bill Russell, Non-Executive Chairman, said: “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, added: “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.”

A.J. Rohde, Senior Partner at Thoma Bravo, said: “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. We are confident we can apply our operational expertise and our deep experience working with market-leading companies to accelerate PROS’ growth.”

Advisors on the deal include Qatalyst Partners as exclusive financial adviser to PROS, DLA Piper as legal counsel, and Joele Frank as communications adviser. Evercore acted as financial adviser to Thoma Bravo, with Kirkland & Ellis as legal counsel.

The transaction underscores Thoma Bravo’s continued focus on software and technology investments, with the firm managing $181bn in assets and a portfolio spanning more than 555 companies globally.

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