American Express Global Business Travel and CWT have reached an agreement on amending terms to their planned merger, including reducing the transaction value and extending the deadline for completion to account for legal challenges, Amex GBT announced.
The revised agreement revalues the CWT acquisition to $540 million, trimming $30 million from the figure when the merger agreement was first announced a year ago. The new agreement also increases the fixed price of the shares Amex GBT will issue to help finance the transaction from $6 to $7.50. As such, Amex GBT will issue 50 million shares rather than 72 million shares in the initial agreement.
The "drop dead" deadline for the merger completion is now Dec. 31, 2025, per the revised agreement. That will give the travel management companies time to defend against the U.S. Department of Justice's antitrust lawsuit seeking to block the merger, which currently has a trial date set for Sept. 8.
"We remain confident in the merits of our position in the lawsuit initiated by the DOJ and remain prepared to prove this in court, if required," Amex GBT chief legal officer and global head of M&A Eric Bock said in a statement. "The reduction in the shares to be issued in this transaction reflects our continued belief in the value of our equity."
In Amex GBT's earnings call last month, Bock said he expected a closing in the fourth quarter of this year. The U.K. Competition and Markets Authority gave its approval to the merger earlier this month, following an investigation into its initial concerns with the merger.