Progress Software (PRGS) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of ShareFile for $875 million in cash expands the digital experience portfolio with a modern, SaaS-native, AI-powered collaboration platform and enhances content-centric workflow automation.

• ShareFile's focus on secure, document-centric workflows and client portals complements existing offerings and targets industries with high compliance needs.

• The deal aligns with the Total Growth Strategy, emphasizing disciplined acquisitions, integration, and customer success, and continues a focus on sustained shareholder value.

• ShareFile's 100% recurring, cloud-based revenue model and high customer retention rates fit strategic criteria and support Progress's growth strategy.

• Cultural alignment and shared customer focus are expected to support smooth integration and customer success.

Financial terms and conditions

• Purchase price is $875 million, financed with cash on hand and an existing revolving credit facility.

• ShareFile is expected to contribute over $240 million in annual revenue and ARR, bringing total ARR to over $800 million and annual revenue to nearly $1 billion.

• Expected pro forma net leverage at closing is 3.6x, with plans for aggressive debt paydown post-close.

• Dividend will be suspended after deal close to prioritize debt repayment and future M&A or share repurchases.

• Expected return exceeds WACC, making the deal highly accretive.

Synergies and expected cost savings

• Plan to leverage existing sales, support, and operating platforms to raise operating margins to a 40% target post-integration.

• Cost synergies are anticipated to be fully realized within 12 months of closing.

• Integration expected to drive strong cash flows and returns exceeding cost of capital.

• No anticipated margin drag from ongoing AI investments; teams and resources are in place to support margin goals.