Under the terms of the Agreement and Plan of Merger, TaskUs stockholders other than the Buyer Group were to receive $16.50 in cash per share of Class A and Class B common stock, representing a premium of approximately 26 percent to the company's 30-day volume-weighted average price as of the announcement. TaskUs' financial advisor Evercore Group L.L.C. rendered a fairness opinion to the Special Committee; its selected-transactions analysis referenced an Enterprise Value/LTM Adjusted EBITDA mean and median of 7.6x and 6.8x among comparable BPO transactions (including Concentrix/Webhelp at 11.8x), and its discounted cash flow analyses applied terminal Adjusted EBITDA multiples in ranges such as 4.5x to 5.5x, alongside selected-company benchmark ranges of 5.0x-6.0x EV/2025E Adjusted EBITDA and 4.5x-5.5x EV/2026E Adjusted EBITDA, as disclosed in the DEFM14A. The transaction was structured as all-cash with no financing condition; funds affiliated with BCP FC Aggregator L.P. provided an equity commitment letter, dated May 8, 2025, to fund the full merger consideration, so no new acquisition debt was disclosed.
Co-founder and CEO Bryce Maddock said, "The era of AI is upon us, and we are focused on addressing the changes it requires of our business, while helping our clients navigate their own transformations. This strategic transaction will deliver immediate value to stockholders, while enabling TaskUs to make long-term investments to better support both our own business and our clients as we scale and adapt in the AI age." Amit Dixit, Head of Asia Private Equity at Blackstone, said the firm's "continued commitment to TaskUs coupled with our deep expertise in technology services will equip the Company with more flexibility and resources to make the long-term investments in AI capabilities that will be needed to enhance the customer value proposition in the fast-changing environment brought upon by AI." The Special Committee, which was formed March 20, 2025 in response to the Buyer Group's interest in a possible transaction, stated: "With the assistance of leading independent financial and legal advisors, we carefully considered and negotiated the proposed transaction with the Buyer Group. Following our evaluation, we concluded that this transaction is in the best interest of TaskUs and our public stockholders."
Evercore Group L.L.C. served as financial advisor and Cravath, Swaine & Moore LLP served as legal counsel to the Special Committee of the TaskUs Board. BofA Securities served as financial advisor and Simpson Thacher & Bartlett LLP served as legal counsel to the Buyer Group (Blackstone, Maddock and Weir). Latham & Watkins LLP served as legal counsel to Bryce Maddock and Jaspar Weir individually. The merger agreement provided for a company termination fee of $39,000,000 payable by TaskUs in specified circumstances, including termination in connection with a superior proposal, and an outside date of December 8, 2025. Innisfree M&A Incorporated was separately engaged as proxy solicitor in connection with the stockholder vote.
The transaction did not close. TaskUs held a special meeting of stockholders on October 8, 2025 (after prior adjournments, including one from September 10, 2025) to vote on the Merger Agreement Proposal, and the requisite stockholder approval, which required a majority of votes cast by unaffiliated stockholders in addition to overall majority approval, was not obtained. As a result, on October 9, 2025, Breeze Merger Corporation and TaskUs entered into a mutual agreement to terminate the Merger Agreement, effective immediately, with mutual releases of claims and no termination fee payable by either party, as disclosed in a Form 8-K filed October 9, 2025 (Item 1.02). The related Voting and Support Agreements with BCP FC Aggregator L.P., the Maddock trusts, and the Weir trusts terminated automatically upon termination of the Merger Agreement. TaskUs has continued to operate and file as a public company since the termination, including holding its 2026 Annual Meeting of Stockholders on May 21, 2026 and filing a Form 10-K for fiscal year 2025 and subsequent Form 10-Qs.
