Olo Inc.'s Merger with Thoma Bravo: A Premium Price Tag, But at What Cost to Shareholders?

The proposed $2 billion acquisition of Olo Inc. by private equity firm Thoma Bravo has sparked a debate over whether the deal's 65% premium to its April share price truly serves the interests of all shareholders—or if it represents a rush to close a transaction under questionable governance conditions. While the headline number of $10.25 per share may appear generous, the merger's structure, the outsized influence of insiders, and ongoing legal scrutiny raise critical questions about whether Olo's board has fulfilled its fiduciary duty to minority shareholders.

The Numbers: A Premium, but Is It Fair?
The $10.25-per-share offer represents a significant premium over Olo's April 30 closing price of $6.20, a figure chosen as the “unaffected” share price before merger rumors began circulating. This premium is a key selling point for proponents of the deal, particularly given Olo's recent struggles with declining revenue and stagnant growth. Yet, a deeper look at Olo's stock performance since April reveals volatility that complicates the valuation.

The data above shows that Olo's shares briefly spiked above $8 in June 2025 amid merger speculation, suggesting the April price may understate the market's expectations. If the board accepted a premium based on a low point in Olo's trading history, minority shareholders could be left wondering whether the deal's terms were negotiable—or if the board rushed to settle at a suboptimal price to avoid further scrutiny.

The Governance Cloud: Insiders, Voting Power, and Legal Scrutiny
The deal's most troubling aspect is the concentration of power among Olo's insiders. As of December 2024, insiders held approximately 82% of the company's voting power, a figure so high it has drawn comparisons to corporate governance scandals of the past. This raises the specter of a transaction structured to benefit controlling shareholders at the expense of minority investors.

The legal investigation by Bleichmar Fonti & Auld LLP adds further doubt. The firm's probe into whether Olo's board and CEO Noah Glass breached fiduciary duties by failing to maximize shareholder value—or even colluding with Thoma Bravo—suggests that the process lacked the rigor expected in a high-stakes merger. Questions linger: Did the board actively solicit competing bids? Was the April 30 reference price the best available benchmark? And why did the board rush to approve an all-cash deal that sidesteps financing conditions, potentially limiting flexibility if market conditions worsen?

Regulatory Risks and the Path Forward
While the merger is not contingent on financing, it still requires regulatory approvals—a hurdle that could delay or unravel the deal. Given Thoma Bravo's history in software acquisitions, antitrust concerns are plausible, particularly if regulators view Olo's platform as a critical gateway for restaurant technology. A drawn-out review could push the closing date beyond 2025, exposing shareholders to further uncertainty.

For investors, the decision to approve the merger hinges on weighing the premium against these risks. The 65% uplift is compelling, but the governance red flags and legal questions mean minority shareholders are left in a precarious position. If the board truly acted in good faith, it would have sought broader input and transparency—but the facts so far suggest a process skewed toward insiders.

Investment Takeaway: Proceed with Caution
Shareholders should vote in favor of the merger only if they believe the premium adequately compensates for governance flaws and regulatory risks. However, the outsized insider influence and lack of competitive bidding raise doubts about whether the $10.25 price is the best possible outcome. For those holding Olo stock, consider this a “heads I win, tails I lose” proposition: the premium is substantial, but the path to closing the deal is fraught with potential pitfalls.

In the end, the Olo-Thoma Bravo merger serves as a cautionary tale about the limits of premiums in the face of poor governance. Minority shareholders deserve better than a transaction that smells of haste and self-dealing—no matter how large the check.