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Dayforce, Inc. (NYSE:DAY), a $10.8 billion market cap company that has seen its stock surge over 27% in the past six months, announced Wednesday that its proposed merger with Dawn Bidco, LLC has cleared significant regulatory milestones, according to a press release statement based on a filing with the U.S. Securities and Exchange Commission.
The company reported that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on Monday, removing an important condition to the completion of the transaction. In addition, Dayforce confirmed that requirements under the Canadian Competition Act were satisfied as of Monday.
The merger agreement, first disclosed on August 20, involves Dawn Acquisition Merger Sub, Inc.—a wholly owned subsidiary of Dawn Bidco—merging with and into Dayforce. Upon closing, Dayforce will become a wholly owned subsidiary of Dawn Bidco. The company has demonstrated strong operational performance, maintaining impressive gross profit margins of 51% and achieving revenue growth of approximately 13.5% in the last twelve months.
The closing of the merger remains subject to additional regulatory clearances and approvals, as well as other customary closing conditions, including shareholder approval.
Dayforce has filed a definitive proxy statement with the SEC and mailed it to its stockholders and holders of exchangeable shares. The company stated that further information regarding directors, executive officers, and their interests in the merger can be found in the proxy statement and related filings.
Dayforce’s common stock continues to trade on the New York Stock Exchange under the symbol DAY.
This information is based on a press release statement and the company’s SEC filing.
In other recent news, Dayforce Inc. has entered into a definitive agreement to be acquired by Thoma Bravo, a software investment firm, in an all-cash transaction valued at $12.3 billion. The deal, which values Dayforce at $70 per share, represents a 32% premium to the company’s unaffected share price on August 15. As part of the acquisition financing, a $5.5 billion leveraged loan has been launched by a group of banks led by Goldman Sachs. The transaction is expected to close in early 2026, pending shareholder and regulatory approvals.
Following the announcement of the acquisition, several analysts have adjusted their ratings for Dayforce. Stifel downgraded Dayforce’s stock from Buy to Hold, adjusting the price target to $70 from $72. Mizuho also downgraded the stock from Outperform to Neutral, lowering the price target from $80 to $70. BMO Capital followed suit, downgrading the stock to Market Perform while raising the price target to $70 from $67. These downgrades reflect the analysts’ responses to the acquisition details and the premium offered by Thoma Bravo.
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