Announcement • Feb 27
International Business Machines Corporation (NYSE:IBM) completed the acquisition of HashiCorp, Inc. (NasdaqGS:HCP) from a group of shareholders.
International Business Machines Corporation (NYSE:IBM) entered into a definitive agreement to acquire HashiCorp, Inc. (NasdaqGS:HCP) from a group of shareholders for approximately $7.5 billion on April 24, 2024. Under the terms of the agreement, IBM will acquire HashiCorp for $35 per share in cash, representing an enterprise value of $6.4 billion, net of cash. HashiCorp will be acquired with available cash on hand. Following the acquisition, HashiCorp will continue to build products and services as HashiCorp and will operate as a division inside IBM Software. Upon termination of the Merger Agreement in certain circumstances, HashiCorp will be required to pay IBM a termination fee of $264.2 million. HashiCorp Board established a committee of the HashiCorp Board to advise and oversee HashiCorp management with respect to these matter (M&A Committee).
The acquisition is subject to approval by HashiCorp shareholders, regulatory approvals, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The boards of directors of IBM and HashiCorp have both approved the transaction. The board of directors of the HashiCorp has unanimously approved the transaction. The Company's largest shareholders and investors, who collectively hold approximately 43% of the voting power of HashiCorp's outstanding common stock, entered into a voting agreement with IBM pursuant to which each has agreed to vote all of their common shares in favor of the transaction and against any alternative transactions. On July 12, 2024, HashiCorp and IBM each received a request for additional information and documentary material from the Federal Trade Commission in connection with the FTC’s review of the Merger. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days. As of May 15, 2024, HashiCorp stockholders voted to approve the acquisition. On August 1, 2024, HashiCorp and IBM each received a notification from the Competition and Markets Authority of the United Kingdom (the “CMA”) that the CMA intends to begin a Phase I review of the Merger. The transaction is expected to close by the end of 2024. It is anticipated that the transaction will be accretive to Adjusted EBITDA within the first full year, post close, and free cash flow in year two. As on December 2, 2024, the merger is expected to close in the first calendar quarter of 2025. As of February 25, 2025, CMA has decided, on the information currently available to it, not to refer the above merger to a phase 2 investigation under the provisions of the Enterprise Act 2002. As of February 25, 2025, UK's Competition and Markets Authority (CMA) approved the transaction.
Tony Jeffries, Michael Coke, Amanda Urquiza, Martin Korman, Douglas Schnell, Michael Coke, Amanda Urquiza, Remi Korenblit, Kenji Strait, Maureen Ohlhausen, Taylor Owings, Robin Crauthers, Scott McCall, Josephine Aiello LeBeau, Seth Cowell, Anne Seymour, Joshua Gruenspecht, Matthew Staples, John McGaraghan, Matthew Gorman, Susan Reinstra, Martin Sul, and Myra Sutanto Shen of Wilson Sonsini Goodrich & Rosati acted as legal advisors to HashiCorp on the transaction. Steven J. Williams, Scott A. Barshay and Dotun Obadina of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to IBM. JPMorgan Chase & Co. (NYSE:JPM) and Barclays acted as financial advisors to IBM. Qatalyst Partners LP acted as financial advisor and fairness opinion provider to HashiCorp. Spencer Klein of Morrison & Foerster LLP represented Qatalyst Partners as financial advisor to HashiCorp. Qatalyst Partners will be paid an aggregate amount currently estimated at approximately $87 million, $10 million of which was payable upon delivery of its opinion and the remaining portion of which will be paid upon, and subject to, the closing of the merger. Equiniti Trust Company, LLC acted as transfer agent to HashiCorp. HashiCorp retained Innisfree M&A Incorporated, a professional proxy solicitation firm, to assist in the solicitation of proxies and provide related advice and informational support during the solicitation process, for a fee of up to $30,000 plus reasonable out-of-pocket expenses. Wohl & Fruchter LLP acted as fairness opinion provider to HashiCorp, Inc. Lazard, Inc. acted as financial advisor to International Business Machines Corporation.
International Business Machines Corporation (NYSE:IBM) completed the acquisition of HashiCorp, Inc. (NasdaqGS:HCP) from a group of shareholders on February 27, 2025. At the Effective Time, pursuant to the Merger Agreement, David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp and a member of any committee of HashiCorp’s Board of Directors. At the Effective Time, Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp. At the Effective Time, pursuant to the Merger Agreement, David McJannet, Paul Warenski and Werner Schwok, each of whom was an officer of HashiCorp as of immediately prior to the Effective Time, ceased to be an officer of HashiCorp. At the Effective Time, Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp. As a result of the consummation of the Merger, at the Effective Time, a change in control of HashiCorp occurred and Sub has been merged with and into HashiCorp, with HashiCorp continuing as the surviving corporation and as a direct wholly owned subsidiary of IBM.
