Dayforce Takeover Hits Snag as Top Investor Rejects Thoma Bravo Deal
T. Rowe Price, holding a 15.7% stake, calls the $12.3 billion offer 'underwhelming' and plans to vote against the acquisition.
The proposed $12.3 billion private equity buyout of Dayforce (DAY) faces a significant hurdle after one of its largest and most influential shareholders, T. Rowe Price, announced its intention to oppose the deal.
The asset management giant, which , has publicly stated it will vote against the all-cash acquisition by technology investor Thoma Bravo. In a letter to the board, T. Rowe Price argued the offer undervalues the human resources software provider and is based on a pessimistic short-term view of the market.
According to the investor, the current stock price has been unfairly pressured by temporary market conditions. T. Rowe Price expressed confidence in Dayforce's standalone prospects, that doesn't reflect the company's intrinsic value or long-term potential. The firm believes Dayforce is well-positioned to reach its goal of $1 billion in annual free cash flow in the coming years, a future not captured in the current buyout price.
The opposition from such a major shareholder introduces substantial uncertainty into the deal's completion, which requires shareholder approval at a special meeting scheduled for November 12, 2025. Thoma Bravo's offer, announced earlier this year, was positioned as a way to accelerate Dayforce's growth and innovation in the competitive HR technology landscape.
This development puts the acquisition's fate in the balance. The vote of other institutional investors will now be critical. The market is closely watching whether Dayforce's board and Thoma Bravo will attempt to renegotiate the terms to win over dissenting shareholders or if the deal will proceed to a contentious vote. As outlined in , T. Rowe Price's stance could encourage other investors to scrutinize the offer more closely, potentially jeopardizing one of the year's significant tech buyouts.