American Express Global Business Travel Amends CWT Acquisition Deal

American Express Global Business Travel (Amex GBT) has announced a significant amendment to its merger agreement with CWT, reflecting a strategic shift in the valuation and terms of the acquisition. The revised deal, which reduces the transaction value and the number of shares to be issued, underscores Amex GBT's confidence in its equity and its ability to navigate complex market conditions.

The amended agreement, announced on March 22, 2025, adjusts the transaction value of CWT to approximately $540 million, down from the originally agreed $570 million. This revision is based on a cash-free, debt-free valuation, subject to certain assumptions and purchase price adjustments. Despite the reduction, Amex GBT expects the 2024 Adjusted EBITDA multiple to remain in line with the previously announced 7.6x pre-synergy multiple and 2.5x post-synergy multiple. This suggests that the company remains optimistic about the long-term financial benefits and synergies of the acquisition.

One of the most notable changes in the amended agreement is the reduction in the number of shares to be issued. Originally, Amex GBT planned to issue approximately 72 million shares of its Class A common stock. However, under the revised terms, the company now expects to issue approximately 50 million shares. This reduction reflects Amex GBT's continued belief in the value of its equity and its strong financial position. The company's Chief Legal Officer and Global Head of M&A, Eric J. Bock, stated, "The reduction in the shares to be issued in this transaction reflects our continued belief in the value of our equity. With our strong and flexible balance sheet, coupled with our $300 million share buyback program, we continue to create value for our shareholders."

The revised fixed stock price for the shares of Amex GBT to be received as part of the consideration under the Merger Agreement has also been adjusted from $6.00 per share to $7.50 per share. This increase in the stock price further underscores Amex GBT's confidence in its equity and its ability to create value for its shareholders.

The amended agreement also includes an extension of the Drop Dead Date to December 31, 2025. This extension provides the parties with additional time to defend the lawsuit filed in January 2025 by the Antitrust Division of the U.S. Department of Justice, which seeks a permanent injunction to prevent the proposed transaction. Amex GBT remains confident in the merits of its position in the lawsuit and is prepared to prove this in court if required.

The amended merger agreement is subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals. Amex GBT is a leading software and services company for travel, expense, and meetings & events, with a presence in more than 140 countries. The company has built the most valuable marketplace in travel with the most comprehensive and competitive content, delivering savings, flexibility, and service from a brand that customers can trust.

In conclusion, the amended merger agreement between Amex GBT and CWT reflects a strategic shift in the valuation and terms of the acquisition. The reduction in the transaction value and the number of shares to be issued underscores Amex GBT's confidence in its equity and its ability to navigate complex market conditions. The company remains optimistic about the long-term financial benefits and synergies of the acquisition and is prepared to defend its position in the ongoing lawsuit. As the transaction moves forward, investors and industry observers will be watching closely to see how this strategic move plays out in the competitive landscape of the travel and expense management sector.