AMEX GBT to acquire CWT

• Transaction value of approximately $570 million on a cash-free, debt-free basis, subject to certain assumptions and purchase price adjustments
• Acquisition to provide CWT customers with more choice and value
• Transaction projected to create greater capacity for investment in software and services
• Expected to deliver significant shareholder value through synergy opportunity and efficiency gains from the combination, with approximately $155 million of synergies identified
• Investor conference call scheduled for today at 08:30 A.M. Eastern Time

American Express Global Business Travel (“Amex GBT”), which is operated by Global Business Travel Group, Inc. (NYSE: GBTG) (“Amex GBT” or the “Company”), a leading B2B software and services company for travel and expense, has today announced it entered into a definitive agreement to acquire CWT, a global business travel and meetings solutions provider, in a transaction that values CWT at approximately $570 million on a cash-free, debt-free basis, subject to certain assumptions and purchase price adjustments. The transaction will be funded by a combination of stock and cash and is expected to close in the second half of 2024, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.

CWT serves 4,000 customers and is expected to generate approximately $850 million of revenues and $70 million–$80 million of Adjusted EBITDA in 2024.

Paul Abbott, Amex GBT’s CEO, said: “Bringing CWT onto the proven Amex GBT software and services model will create more choice for customers, more opportunities for people and more value for shareholders.”

After the acquisition closes, CWT customers would have access to Amex GBT’s proprietary software and services for travel and expense, including Neo1, Neo and Egencia, in addition to Select, which enables customers to integrate with leading technology partners. Customers would have access to the broadest portfolio of professional services, including meetings and events, consulting and sustainability solutions and Amex GBT’s marketplace would provide access to the most comprehensive and competitive content in the industry.

CWT CEO Patrick Andersen said: “Joining forces with Amex GBT helps accelerate our vision of a tech-enabled future for business travel, where people and technology combine to deliver an exceptional customer experience. We are highly confident in the value creation of the combined company.”

Significant Shareholder Value

• Highly attractive valuation and financial return: Based on CWT estimated 2024 Adjusted EBITDA of $70 million–$80 million and $155 million of identified synergies, Amex GBT acquiring CWT for pre-synergy multiple of 7.6x and post-synergy multiple of 2.5x Adjusted EBITDA. Based on CWT estimated 2024 revenue of approximately $850 million, Amex GBT acquiring CWT for 0.7x revenue multiple.
  
  
• Synergy opportunity: Identified approximately $155 million of annual run-rate synergies within three years, with approximately 35% expected to be realized in 2025. Amex GBT has a proven track record of delivering significant synergies through acquisitions. A dedicated integration team will execute the synergy plan.
  
  
• Strong balance sheet and leverage profile: Amex GBT maintains a strong balance sheet and post-deal leverage stays within Amex GBT’s target range of 1.5x–2.5x.
  
  
• Accretive transaction: Expected to be break-even to earnings per share in the first year of transaction close and accretive thereafter.

Transaction Overview

• The transaction values CWT at approximately $570 million on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments. At the closing of the transaction Amex GBT expects to issue approximately 71.7 million shares of its common stock at a fixed price of $6.00 per share and to use cash on hand to fund the retirement of CWT debt and the remaining transaction consideration. The CWT shareholders, which are primarily investment funds, are subject to a 90-day lockup for 50% of their shares and a 270-day lockup for the remainder of their shares. Both companies’ boards of directors have approved the transaction, which is expected to be completed in the second half of 2024, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.
• Amex GBT acquiring CWT for pre-synergy multiple of 7.6x and post-synergy multiple of 2.5x Adjusted EBITDA, based on CWT estimated 2024 Adjusted EBITDA of $70 million –$80 million and $155 million identified synergies.
  
• Amex GBT acquiring CWT for 0.7x revenue multiple, based on CWT estimated 2024 revenue of approximately $850 million.