– SoundThinking has entered into a definitive merger agreement with Transom Capital Group, under which Transom will acquire the public safety technology company through a tender offer.
– Offer price: $8.00 per share in cash at closing, plus one non-transferable
Contingent Value Right (CVR) worth up to an additional $3.00 per share, for potential total consideration of $11.00 per share.
– The transaction implies an enterprise value of approximately $114 million based on the upfront cash consideration, rising to approximately $159 million if the maximum CVR is paid.
– Deb Grant, Chair of SoundThinking: “This transaction maximizes value for shareholders while positioning our business for the future,” adding that the Board believes the agreement is in the best interests of the company and its shareholders.
– Ralph Clark, President & CEO of SoundThinking: “Joining forces with Transom marks an important milestone for SoundThinking,” saying the move to private ownership should provide greater flexibility to support customers and advance its mission.
– Mads Jorge, Managing Director at Transom: “SoundThinking has built a differentiated platform that delivers measurable impact for its customers and communities,” and Transom intends to support continued investment in its public safety products.
The CVR is tied to 2027 revenue milestones for SoundThinking’s ShotSpotter and SafePointe products, with payments beginning at $73.5 million of qualifying revenue and reaching the maximum $3.00 per share at specified higher revenue levels.
– The transaction has been unanimously approved by SoundThinking’s Board and is expected to close in Q4 2026, subject to customary conditions, including shareholders tendering at least a majority of outstanding shares; Veradace Partners and Gary M. Lauder-affiliated entities, representing approximately 33% combined ownership, have agreed to tender their shares.
