Twilio to acquire SendGrid for $2B in stock transaction

Monday October 22, 2018 Tags: Denver, Twilio, SendGrid, Jeff Lawson, Sameer Dholakia

DENVER -- Twilio (NYSE:TWLO) and SendGrid announced they have entered into a definitive agreement for Twilio to acquire SendGrid in an all-stock transaction valued at approximately $2 billion.

At the exchange ratio of 0.485 shares of Twilio Class A common stock per share of SendGrid common stock, this price equates to approximately $36.92 per share based on today’s closing prices.

The transaction is expected to close in the first half of 2019.

The resulting company would offer developers a single, best-in-class platform to manage all of their important communication channels -- voice, messaging, video, and now email as well. Together, the companies currently drive more than half a trillion customer interactions annualized and growing rapidly.

“Increasingly, our customers are asking us to solve all of their strategic communications challenges -- regardless of channel,” said Jeff Lawson, Twilio CEO and co-founder.

“Email is a vital communications channel for companies around the world, and so it was important to us to include this capability in our platform. The two companies share the same vision, the same model, and the same values.

“We believe this is a once-in-a-lifetime opportunity to bring together the two leading developer-focused communications platforms to create the unquestioned platform of choice for all companies looking to transform their customer engagement.”

“This is a tremendous day for all SendGrid customers, employees and shareholders,” said Sameer Dholakia, SendGrid’s CEO.

“Our two companies have always shared a common goal -- to create powerful communications experiences for businesses by enabling developers to easily embed communications into the software they are building.

“Our mission is to help our customers deliver communications that drive engagement and growth, and this combination will allow us to accelerate that mission for our customers.”

The boards of directors of Twilio and SendGrid have each approved the transaction.

Under the terms of the transaction, Twilio Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Twilio, will be merged with and into SendGrid, with SendGrid surviving as a wholly-owned subsidiary of Twilio.

At closing, each outstanding share of SendGrid common stock will be converted into the right to receive 0.485 shares of Twilio Class A common stock, which represents a per share price for SendGrid common stock of $36.92 based on the closing price of Twilio Class A common stock on Oct. 15, 2018. The exchange ratio represents a 14% premium over the average exchange ratio for the ten calendar days ending, Oct.15, 2018.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Twilio and Goodwin Procter LLP is acting as legal counsel to Twilio. Morgan Stanley & Co. LLC. is serving as exclusive financial advisor to SendGrid and Cooley LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal counsel to SendGrid.

Both companies will report their respective financial results for the three months ended Sept. 30, 2018 on Nov. 6, 2018.