PROS Holdings to Go Private in $1.4 Billion Thoma Bravo Acquisition—Shareholders to Receive $23.25 Per Share Cash Payout
Acquisition Terms Offer Substantial Premium to Shareholders
PROS Holdings, Inc. (NYSE: PRO), renowned for its AI-powered SaaS pricing and selling solutions, has entered into a definitive agreement to be acquired by private equity giant Thoma Bravo in an all-cash transaction valuing PROS at approximately $1.4 billion. Under the deal, shareholders will receive $23.25 per share in cash—representing a premium of roughly 41.7% over the previous closing price and a 53.2% premium compared to the 30-day volume weighted average share price leading up to the announcement.
| Acquirer | Transaction Value | Shareholder Payout | Premium to Last Close | Premium to 30-Day VWAP |
|---|---|---|---|---|
| Thoma Bravo | $1.4 Billion | $23.25 per share (cash) | 41.7% | 53.2% |
Transaction Will Take PROS Private and Accelerate Strategic Ambitions
The acquisition—unanimously approved by PROS’ Board of Directors—is expected to close in the fourth quarter of 2025, pending regulatory approvals and shareholder consent. Once finalized, PROS will no longer be listed on the New York Stock Exchange, allowing the company greater agility to pursue growth and innovation in private hands.
PROS CEO Jeff Cotten emphasized the benefits of operating as a private company: “With Thoma Bravo, I am confident we will achieve our operational and market ambitions. PROS will be more agile, better able to invest in innovation, and expand our platform for the benefit of our customers.”
Thoma Bravo Brings Industry Expertise and Growth Capital
As one of the largest global software investors, Thoma Bravo is well known for providing the capital and strategic know-how needed to drive software companies’ growth. A.J. Rohde, Senior Partner at Thoma Bravo, highlighted the importance of PROS' AI-powered pricing platform in a market seeking data-driven decision-making, and noted plans to help accelerate the company’s next phase of growth.
Key objectives outlined for PROS under Thoma Bravo ownership include:
- Advancing AI and agentic intelligence initiatives
- Expanding market reach
- Optimizing go-to-market strategies
Shareholder Process and Important Dates
The proposed merger is subject to approval by PROS shareholders as well as regulatory reviews. The company expects the deal to close in the fourth quarter of 2025. In the interim, PROS will not host its third quarter earnings conference call, though results will be released at a later date. After closing, the company will be headquartered in Houston, Texas, and its shares will cease to trade on public exchanges.
What Should Investors Watch Next?
While the agreement provides clarity on PROS’ strategic direction and immediate value to shareholders, investors should note the remaining steps—regulatory and shareholder approvals—as well as the potential for any conditions or unforeseen hurdles before closing. Investors are also encouraged to review PROS’ forthcoming proxy materials and official SEC filings for comprehensive details.
The acquisition by Thoma Bravo marks a significant pivot for PROS, pairing strong operational heritage in SaaS with fresh capital and strategic support—further cementing its role at the intersection of AI innovation and enterprise transformation.
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