American Express Global Business Travel Revises Merger Agreement for CWT Acquisition
American Express Global Business Travel, operated under the umbrella of Global Business Travel Group, Inc. (NYSE: GBTG) and commonly referred to as “Amex GBT,” announced today a significant update regarding its previously agreed merger with travel management company CWT. As one of the world’s leading B2B software and services providers specializing in travel, expense, and meetings & events management, Amex GBT has now entered into a further amendment of its merger agreement with CWT.
The original agreement, signed on March 24, 2024, has undergone prior revisions in January and March 2025, specifically on January 17, March 17, and March 20. The latest amendment introduces notable changes to the structure, valuation, and timeline of the deal, aiming to position both companies for future growth while addressing ongoing regulatory hurdles.
Key Updates to the Merger Agreement
The amended agreement highlights several material revisions, which include adjustments to the overall transaction valuation, stock consideration, and important deadlines concerning the completion of the deal.
1. Revised Transaction Value
One of the most notable changes to the merger terms involves the revised valuation of CWT. Under the original agreement, the transaction value stood at approximately $570 million, calculated on a cash-free, debt-free basis, and subject to standard purchase price adjustments. Following the amendment, the parties have agreed to reduce the total consideration to approximately $540 million, reflecting a $30 million decrease from the initial figure. This adjustment takes into account several market and strategic factors, including ongoing regulatory review and anticipated operational synergies.
Despite this downward revision, Amex GBT maintains that the underlying financial metrics of the transaction continue to align with their expectations. Specifically, the company anticipates that the 2024 Adjusted EBITDA multiple will remain consistent with previously disclosed figures. These include a 7.6x pre-synergy multiple and a 2.5x post-synergy multiple, suggesting that the acquisition remains strategically and financially sound despite the altered valuation.
2. Stock Price Adjustment and Reduced Share Issuance
In addition to modifying the transaction’s value, Amex GBT and CWT have also agreed to revise the stock consideration aspect of the deal. Initially, the agreed fixed stock price for Amex GBT shares to be issued as part of the acquisition was set at $6.00 per share. However, under the updated terms, this price has been increased to $7.50 per share.
This adjustment translates to a significant reduction in the total number of Amex GBT Class A common shares to be issued as part of the transaction. Previously, the company expected to issue approximately 72 million shares. Following the revision, Amex GBT now anticipates issuing around 50 million shares, effectively reducing potential dilution and preserving more equity value for its existing shareholders.
To fund the remaining portion of the transaction consideration, which remains fixed at $70 million, Amex GBT plans to utilize its available cash reserves. Additionally, the company will employ cash resources to facilitate the retirement of CWT’s outstanding debt obligations at the transaction’s closing.
3. Extension of the Deal Deadline (Drop Dead Date)
Another critical aspect of the amendment relates to the transaction timeline. Recognizing the regulatory complexities surrounding the merger, particularly the legal challenge initiated by U.S. authorities, the parties have decided to extend the Drop Dead Date—the deadline by which the deal must be completed—to December 31, 2025.
This extension allows both companies sufficient time to address ongoing legal proceedings and satisfy regulatory requirements. Specifically, in January 2025, the U.S. Department of Justice’s Antitrust Division filed a lawsuit seeking a permanent injunction to block the proposed merger. The lawsuit underscores the DOJ’s concern over potential anti-competitive effects that may result from combining two major players in the corporate travel management space.
By extending the deadline, Amex GBT and CWT aim to provide themselves the necessary runway to mount a robust legal defense and secure all required regulatory approvals.
Leadership Perspective on the Revised Deal
Eric J. Bock, who serves as Chief Legal Officer and Global Head of Mergers & Acquisitions at Amex GBT, expressed optimism and confidence following the announcement of the amended merger terms. Commenting on the development, Bock stated:
“We are pleased to have reached an amended agreement with CWT and look forward to completing the transaction that will provide even more value and choice to customers and suppliers and more opportunities for CWT employees.”
Bock also addressed the pending lawsuit filed by the DOJ, reaffirming Amex GBT’s confidence in the merits of their case:
“We remain confident in the merits of our position in the lawsuit initiated by the DOJ and remain prepared to prove this in court, if required.”
He further highlighted how the revised agreement reflects the company’s belief in the inherent value of its equity:
“The reduction in the shares to be issued in this transaction reflects our continued belief in the value of our equity. With our strong and flexible balance sheet, coupled with our $300 million share buyback program, we continue to create value for our shareholders.
Strategic Significance of the Amex GBT-CWT Merger
The merger between Amex GBT and CWT is a strategic move designed to strengthen both companies’ market positions in the highly competitive corporate travel management industry. The sector has experienced significant volatility in recent years due to macroeconomic challenges, shifting business travel patterns, and increasing digitalization.
By combining resources, technology platforms, and customer bases, the merged entity is expected to enhance its ability to provide end-to-end travel management solutions to a broader client base. The deal is also anticipated to generate operational synergies, streamline expense management, and foster innovation in meetings & events services.
For customers, suppliers, and employees, the merger promises increased value, enhanced service offerings, and expanded career opportunities. The companies’ ability to offer a more comprehensive suite of services is seen as a key differentiator, particularly in an era when businesses demand greater efficiency and control over travel and expense spending.
Next Steps: Closing Conditions and Regulatory Review
While the amendment reflects progress, the closing of the transaction remains contingent on the fulfillment of several customary conditions. These include:
- Receipt of necessary regulatory approvals, particularly resolving antitrust concerns raised by the DOJ.
- Completion of closing documentation and legal formalities.
- Satisfaction of other customary closing conditions as outlined in the Merger Agreement.
Both Amex GBT and CWT are actively engaged in defending the transaction’s legality, preparing to present their case in court if the lawsuit is not resolved through negotiation.
