Envestnet (ENV) Proxy Filing summary

Executive summary

• A definitive agreement was reached for a $4.5 billion all-cash acquisition of the company by Bain Capital, with Reverence Capital and strategic partners BlackRock, Fidelity, Franklin Templeton, and State Street Global Advisors taking minority stakes.

• Shareholders will receive $63.15 per share in cash; the transaction is expected to close in Q4 2024, subject to shareholder and regulatory approvals.

• Upon completion, the company will become privately held and delist from the NYSE.

• The board unanimously approved the transaction, citing maximized shareholder value and future growth opportunities as a private entity.

Voting matters and shareholder proposals

• Shareholders will vote to approve the merger agreement and the transaction at a special meeting; approval by a majority of outstanding shares is required.

• The proxy statement will be mailed to shareholders and will contain detailed information about the transaction and voting procedures.

Board of directors and corporate governance

• The board unanimously recommended the transaction, finding the terms fair and in the best interests of shareholders.

• The board received a fairness opinion from its financial advisor, Morgan Stanley.

• Upon closing, the company’s board and governance structure will be replaced by those designated by the new private owners.