- Vacasa (VCSA, Financial) rejects Davidson Kempner's unsolicited $5.83 per share proposal.
- Company supports Casago's $5.30 per share merger agreement, valuing certainty over price.
- Shareholders are set to vote on Casago transaction on April 29, 2025.
Vacasa, Inc. (VCSA) has announced the rejection of a revised unsolicited acquisition proposal from Davidson Kempner Capital Management, which offered $5.83 per share. The company's Special Committee determined that the proposal did not qualify as a "Superior Proposal" compared to the existing merger agreement with Casago.
The rejection was influenced by several factors, including Davidson Kempner's inability to secure necessary amendments to the Tax Receivable Agreement and the rejection of material requests regarding closing conditions. Furthermore, Vacasa highlighted the potential risks associated with Davidson Kempner's position as a creditor, which could disadvantage public shareholders.
Instead, Vacasa's board reaffirms its support for the amended merger agreement with Casago, priced at $5.30 per share. This agreement removes purchase price adjustment provisions that could have reduced merger consideration based on liquidity or units under management metrics. The board emphasizes the certainty of completion offered by the Casago deal, considering it more favorable despite its lower price per share.
The Special Meeting for Vacasa shareholders to vote on the Casago merger proposal is scheduled for April 29, 2025. Vacasa advises its shareholders to vote "FOR" the proposed transaction with Casago to ensure a secure and predictable outcome.
