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PROS Holdings, Inc. (NYSE:PRO) filed supplemental disclosures Wednesday related to its pending merger with Portofino Parent, LLC, following recent stockholder lawsuits and demand letters concerning the transaction. The information is based on a press release statement included in the company’s SEC Form 8-K filing.
According to the filing, two stockholders filed lawsuits in the Supreme Court of New York on November 11 and November 12, 2025, alleging that PROS Holdings’ definitive proxy statement for the merger omitted material information. The lawsuits seek to block or delay the proposed merger and request damages if the merger is completed. In addition, the company received fourteen separate demand letters and one draft complaint from October 28 through November 25, 2025, making similar disclosure-related claims.
PROS Holdings stated in the filing that it believes the allegations are without merit and that its disclosures comply with applicable law. However, the company said it is voluntarily providing supplemental information to avoid the risk of litigation affecting the timing or completion of the merger and to allow stockholders to vote on the transaction as scheduled.
The supplemental disclosures include additional details about the merger process, such as a statement that Thoma Bravo’s bid package did not include proposals regarding management participation in the surviving company. The company also provided updated financial information, including cash and cash equivalents of approximately $187 million as of June 30, 2025, which included about $8 million in equity securities, and outstanding debt of $315 million in convertible senior notes. The filing included updated financial projections and comparative company analyses.
A special meeting of PROS Holdings stockholders to vote on the merger is scheduled for December 4, 2025, at 2:00 p.m. Central Time via the Internet.
PROS Holdings emphasized that the supplemental disclosures do not constitute an admission of the legal merit of any claims or the materiality of the information provided. The company also noted that forward-looking statements in the filing are subject to risks and uncertainties.
This report is based solely on information from the company’s press release statement in its SEC filing.
In other recent news, PROS Holdings, Inc. announced it will be acquired by Thoma Bravo, a software investment firm, in a definitive all-cash transaction valued at approximately $1.4 billion. This acquisition offers PROS shareholders $23.25 per share, representing a significant premium over the company’s recent share prices. Thoma Bravo has also outlined plans to maintain PROS’ travel business as a standalone entity while merging its B2B segment with Conga, another company in its portfolio. Conga has agreed to acquire PROS’ B2B business, with the transaction expected to close in the first quarter of 2026, pending regulatory approvals.
Additionally, PROS Holdings has made its Smart Price Optimization and Management solution available on the SAP Store. This AI-powered solution integrates with SAP’s technology platforms to provide real-time pricing capabilities for enterprise customers. These developments highlight ongoing strategic changes and collaborations involving PROS Holdings and its business segments.
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