Olo Receives Early Termination of HSR Waiting Period for Merger Deal

Olo reported that the FTC granted early termination of the HSR Waiting Period for its merger with Project Hospitality Parent. The completion of the merger is still subject to customary closing conditions, including the adoption of the merger agreement by Olo's stockholders. A special stockholder meeting is scheduled for September 9 to consider adoption of the agreement.

Olo Inc. has reported that the U.S. Federal Trade Commission (FTC) granted early termination of the Hart-Scott-Rodino (HSR) waiting period for its merger with Project Hospitality Parent, LLC. This regulatory clearance is a significant step forward in the transaction process, but the merger remains subject to customary closing conditions, including stockholder approval of the merger agreement. A special stockholder meeting is scheduled for September 9, 2025, at 9:00 a.m. Eastern Time to vote on the adoption of the merger agreement [1].

The early termination of the HSR waiting period by the FTC reduces regulatory timing risk and can potentially accelerate the deal timeline. However, several material outstanding conditions must still be met for the merger to proceed, including the approval of the merger agreement by Olo's stockholders. The filing also highlights extensive forward-looking risk disclosures, noting potential delays, termination rights, financing, and business-disruption risks associated with the proposed merger [1].

The filing emphasizes the importance of shareholder approval and other customary closing conditions, as the absence of transaction economic terms limits the assessment of valuation impact on shareholders. The scheduled virtual special meeting on September 9, 2025, is the next critical corporate step toward closing the merger. The filing reiterates typical termination and regulatory risk clauses, underscoring the complexity and potential challenges of the transaction [1].

In conclusion, while the early termination of the HSR waiting period by the FTC is a positive procedural development, the merger remains contingent on stockholder approval and other customary closing conditions. Investors and financial professionals should closely monitor the progress of the special stockholder meeting and any subsequent developments in the merger process.

References:
[1] https://www.stocktitan.net/sec-filings/OLO/8-k-olo-inc-reports-material-event-080be8fb70d7.html