공고 • Jul 31
Grant Thornton Advisors LLC entered into an Agreement and plan of merger to acquire CBIZ, Inc. (NYSE:CBZ) for approximately $3 billion.
Grant Thornton Advisors LLC entered into an Agreement and plan of merger to acquire CBIZ, Inc. (NYSE:CBZ) for approximately $3 billion on July 28, 2026. Under the terms of the definitive merger agreement, CBIZ shareholders will receive $55.00 in cash for each share of CBIZ common stock they own. This represents a premium of approximately 54% to CBIZ’s 30-day volume-weighted average share price. Grant Thornton Advisors LLC will acquire CBIZ in an all-cash transaction with an enterprise value of $5 billion. The transaction will be financed through senior debt of $5.2 billion. Under the terms of the definitive merger agreement, CBIZ, along with its financial and legal advisors, will be permitted to actively solicit, consider and negotiate alternative acquisition proposals from third parties during a “go-shop” period ending at 11:59 p.m. Eastern Time on August 27, 2026. With the combination, the multinational platform will have a footprint that spans more than 20 countries and territories, generates nearly $7.5 billion in revenue and employs more than 34,500 professionals across the Americas, Europe, the Middle East and the Asia-Pacific region. Upon closing, Grant Thornton in the U.S. is expected to become the fifth-largest provider of professional services, tax and advisory services, with more than $5 billion in annual domestic revenue. Upon completion of the transaction, CBIZ will become wholly-owned by Grant Thornton Advisors, and CBIZ common stock will cease to trade and no longer be listed on the New York Stock Exchange. Following the closing, Grant Thornton Advisors plans to separate CBIZ’s Benefits and Insurance Services segment into a new stand-alone entity backed by New Mountain Capital. In case of termination of transaction, Grant Thornton Advisors LLC will pay a termination fee of approximately $200 million and CBIZ will pay a termination fee of approximately $110 million.
The transaction is subject to subject to antitrust regulations, approval by regulatory board/committee, approval of merger agreement by target board, approval of offer by acquirer board and approval of offer by target shareholders. The deal has been unanimously approved by the board of directors of CBIZ and Grant Thornton Advisors. The transaction is expected to close in the fourth quarter of 2026, subject to satisfaction of other customary closing conditions.
Goldman Sachs & Co. LLC is serving as financial advisor and fairness opinion provider to CBIZ. The team of Weil, Gotshal & Manges LLP led by Michael J. Aiello, Matthew Gilroy, Iliana Karaoglan, Jenine Hulsmann, Neil Rigby, John Scribner, Lucy Chambers, Marie-Marie de Fays, Thomas Mastoras, Michael Hickey, Ashley Butler, Devon Bodoh, Paul J. Wessel, Lyuba Goltser, Steven Bentsianov, Seth Kerschner, John O’Loughlin, Billy Phalen, Dennis Adams, Olivia Greer, Maryann Thompson, Peter J. Mee, Marc Schubert, David Wohl, Hannah Laurie and Leslie Smith are serving as legal advisors to CBIZ, and Teneo is serving as strategic communications advisor to CBIZ. Deutsche Bank is acting as Lead Financial Advisor for Grant Thornton Advisors. Other Financial Advisors include J.P. Morgan, BMO Capital Markets, BofA Securities, RBC Capital Markets and UBS Investment Bank. Evercore is acting as Financial Advisor to New Mountain Capital and Grant Thornton on the CBIZ Benefits & Insurance segment. The team of Simpson Thacher & Bartlett LLP led by Ben Schaye, Matthew Rogers, Daisy Wu, Ryan Bekkerus, Jessica Asrat, John Ilardo, Christopher Brown, Elizabeth Kates, Andrew Blau, Harry Hudesman, Andrew Purcell, Caroline Geiger, Alexander Franchilli, Vanessa Burrows, Peter Guryan, Kelly Karapetyan, Daniel Owsley, Meredith Abrams, Daniel Levien, Mark Skerry, Ryan Stalnaker, Krista McManus, Toby Chun and Deepa Sarkar, Mayer Brown LLP and Hunton Andrews Kurth LLP are serving as legal advisors to Grant Thornton Advisors, and Goldin Solutions is serving as strategic communications advisor.