Under the terms of the merger agreement, Jamf stockholders received $13.05 in cash for each share of common stock, with outstanding stock options and restricted stock units cashed out on the same per-share basis. The $13.05 price represented a premium of approximately 17 percent over Jamf's closing stock price on October 28, 2025, the last trading day before the deal was announced, a premium of approximately 24 percent over the closing price on September 11, 2025 (the last trading day before Reuters reported Jamf was exploring a sale), and a premium of approximately 50 percent over Jamf's 90-day volume-weighted average closing price prior to September 11, 2025. The proxy statement describes the transaction value as a merger consideration of $13.05 per share rather than disclosing a specific EV/EBITDA or EV/revenue multiple, though Jamf's financial advisor's selected-companies and precedent-transactions analyses applied ranges of 2026 estimated revenue and adjusted unlevered free cash flow multiples to derive implied per-share value ranges, as described below.
John Strosahl, Jamf's CEO, said "Since Jamf's founding more than 20 years ago, we have made significant strides in advancing our mission to help organizations succeed with Apple," adding that "transitioning to a private company will provide greater financial flexibility and strategic alignment to accelerate growth, expand through innovation and M&A, and strengthen our market leadership." Francisco Partners' Brian Decker, Partner and Co-CIO, and Karl Shum, Partner, said "We have long admired Jamf and its commitment to providing customers with best-in-class products that are absolutely beloved in the Apple community," and "we continue to see tremendous opportunity for Jamf given its enviable position in the market." Michael Fosnaugh, Senior Managing Director and Co-Head of Vista Equity Partners' Flagship Fund and Chairman of Jamf's board, called the deal a reflection of "the strength of the Jamf team and the distinctiveness of its platform."
The cash merger consideration and related fees and expenses were funded through a combination of equity contributions from Francisco Partners and its affiliated funds, proceeds from a new senior secured term loan facility entered into by Parent at closing, and Jamf's available cash balance; the Jamf 8-K filed at closing did not disclose the specific dollar size of the new term loan. Francisco Partners-affiliated investment funds committed, under an Equity Commitment Letter, to capitalize Parent with an aggregate equity contribution of up to approximately $1.14 billion. In connection with closing, Jamf's existing credit agreement with JPMorgan Chase Bank, N.A. (dated May 3, 2024) was repaid in full and terminated. Jamf also entered into a First Supplemental Indenture governing its 0.125% Convertible Senior Notes due 2026 (approximately $373.75 million aggregate principal outstanding as of January 29, 2026), giving noteholders the right to convert notes into $13.05 in cash per underlying share, or alternatively to require Jamf to repurchase the notes at par plus accrued interest on a fundamental change repurchase date expected around April 20, 2026.
Vista Equity Partners, which owned approximately 34.0% of Jamf's outstanding shares as of October 24, 2025, along with then-CEO John Strosahl (approximately 0.2%) and former CEO Dean Hager (approximately 1.1%), signed voting agreements committing to vote their shares in favor of the merger; Vista's investment in Jamf concluded at closing. Jamf's board unanimously approved the merger and recommended it to stockholders, who adopted the merger agreement at a special meeting held January 8, 2026, with approximately 99.6% of shares voted (115,067,968 for versus 231,296 against, out of 115,515,200 shares present, representing about 86.15% of shares outstanding).
The proxy statement's "Background of the Merger" section discloses that Jamf conducted a strategic review spanning roughly two years, during which Francisco Partners and several other financial sponsors (referred to as Parties A through F) periodically approached Jamf regarding a potential transaction beginning in 2023. Beginning in August 2025, Jamf and its financial advisor contacted 32 potential counterparties, both strategic and financial, and entered into confidentiality agreements with 16 of them, which produced three initial indications of interest; the board determined that none of the other interested parties offered as high a price per share as Francisco Partners. On September 12, 2025, Reuters publicly reported that Jamf was exploring a sale, which the board noted gave any other interested party an opportunity to come forward. The board considered Francisco Partners' reputation and deal track record, the certainty and immediate liquidity of all-cash consideration, and Citi's fairness opinion in reaching its unanimous decision, and concluded that further negotiation risked causing Francisco Partners to walk away from what the board viewed as its best and final offer.
Citi served as Jamf's financial advisor and rendered a fairness opinion dated October 28, 2025, for which Jamf agreed to pay Citi a fee of approximately $32 million, $4 million of which was payable on delivery of the opinion and the remainder contingent on closing. In its selected public companies analysis of 18 comparable software firms, Citi applied multiples of 1.6x to 4.6x 2026 estimated revenue and 7.2x to 21.6x 2026 estimated adjusted unlevered free cash flow, implying per-share equity values of $6.75 to $22.00 and $7.00 to $24.00, respectively, versus the $13.05 deal price. A selected precedent transactions analysis of 16 software-sector deals (including Thoma Bravo/Verint Systems, Silver Lake-GIC/Zuora, and Insight Partners/Alteryx, among others) applied multiples of 2.0x to 5.2x next-twelve-months revenue and 9.2x to 23.0x next-twelve-months adjusted unlevered free cash flow, implying per-share values of $8.50 to $24.50 and $9.00 to $25.00. A discounted cash flow analysis using a 2.0% to 5.0% perpetuity growth rate and 12.1% to 13.5% discount rate implied a per-share range of $9.00 to $13.50. Jamf's financial advisor is Citi; Kirkland & Ellis LLP served as legal counsel to Jamf. RBC Capital Markets served as lead financial advisor to Francisco Partners, with Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. also advising FP; Simpson Thacher & Bartlett LLP served as legal counsel to Francisco Partners.
The merger agreement set a Company Termination Fee of $68,080,000 payable by Jamf under specified circumstances and a Parent Termination Fee of $136,170,000 payable by Parent under specified circumstances, including failure to obtain financing. The transaction's primary regulatory condition was clearance under the Hart-Scott-Rodino Antitrust Improvements Act; the proxy statement does not disclose any other industry-specific regulatory approval requirement or any opposition encountered during the HSR review. No synergy targets, EPS accretion/dilution figures, or pro forma combined-company metrics were disclosed, consistent with this being an all-cash take-private of a standalone target rather than a strategic stock-for-stock combination.