Apax Partners LLP and Turing EquityCo II L.P. entered into a definitive merger agreement to acquire remaining 38.80739% stake in Thoughtworks Holding, Inc. (NasdaqGS:TWKS) from Turing EquityCo II L.P., Siemens AG and others for approximately $630 million in an equity reinvestment transaction on August 5, 2024. Apax will purchase all of the outstanding shares of Thoughtworks common stock that they do not already own, for $4.40 per share, which implies a total enterprise value of approximately $1.75 billion for Thoughtworks. Pursuant to an equity commitment letter (the ?Equity Commitment Letter?), dated August 5, 2024, Apax XI EUR L.P., Apax XI EUR 1 L.P., APAX XI EUR SCSp, Apax XI USD L.P., Apax XI USD 2 L.P. and APAX XI USD SCSp agreed severally to provide equity financing to Parent in the aggregate amount of $600,000,000 to be used by Apax to make all cash payments required in connection with the closing of the Merger. In case of termination, Thoughtworks would be required to pay Apax, a termination fee of $38 million. Upon completion of the transaction, Thoughtworks common stock will no longer be publicly listed on NASDAQ, and Thoughtworks will become a privately held company again. The Apax Funds intend to finance the transaction with fully committed equity financing and the transaction is not subject to any financing condition.

The transaction is subject to the satisfaction of customary closing conditions. The parties? obligations to consummate the Merger are subject to the satisfaction or waiver of customary conditions set forth in the Merger Agreement, including (i) the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote to adopt this Agreement (which has been received through the written consent of the Significant Company Stockholder as disclosed above), (ii) receipt of certain required antitrust and foreign direct investment approvals, including the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules promulgated thereunder, as may be amended, relating to the consummation of the Merger as well as regulatory approvals. The transaction has been approved by an affiliate of the Apax funds, in its capacity as the majority stockholder of Thoughtworks, and no other stockholder approval is required. A special committee (the ?Special Committee?) of the Board of Directors of Thoughtworks (the ?Board?), composed entirely of independent and disinterested directors and advised by its own independent legal and financial advisors, unanimously recommended that the Board approve the transaction and determined it was in the best interests of the Company and its stockholders that are not affiliated with Apax. Acting upon the recommendation of the Special Committee, the Board subsequently unanimously approved the transaction. The transaction is expected to close in the fourth calendar quarter of 2024. As of November 1, 2024, the Competition Commission of India has approved the transaction.

Goldman Sachs & Co. LLC is acting as the exclusive financial advisor to Apax. Srinivas S. Kaushik, P.C.; Sarkis Jebejian, P.C.; Maggie Flores, P.C., Adarsh Varghese of Kirkland & Ellis LLP and Richards, Layton & Finger, P.A. are acting as legal counsel to Apax. Lazard Frères & Co. LLC is acting as financial advisor and fairness opinion provider to the Special Committee formed by Thoughtworks. In connection with Lazard?s services as financial advisor to the Special Committee, the Special Committee agreed to pay Lazard an aggregate fee for such services, equal to $15.2 million, $5.0 million of which was payable upon the rendering of Lazard?s opinion, and the remainder of which is contingent upon the closing of the Merger. Peter Smith and Terrence Shen of Kramer Levin Naftalis & Frankel LLP and Potter Anderson & Corroon LLP are acting as legal counsel to the Special Committee. Eduardo Gallardo and Vinnie Buehler of Paul Hastings LLP are acting as legal counsel to Thoughtworks.

Apax Partners LLP and Turing EquityCo II L.P completed the acquisition of remaining 38.80739% stake in Thoughtworks Holding, Inc. (NasdaqGS:TWKS) from Turing EquityCo II L.P., Siemens AG and others in an equity reinvestment transaction on November 13, 2024. With the transaction's completion, Thoughtworks? shares will no longer be publicly traded on NASDAQ and the company will now operate as a privately held entity.