Guidewire Software said on Tuesday it had agreed to acquire all of the issued share capital of Hyperexponential Ltd, the London based insurance pricing platform, for a base purchase price of $1.7 billion in cash, subject to adjustments for working capital, cash, indebtedness and certain retention amounts. Guidewire agreed to pay up to a further $400 million in contingent consideration based on specified recurring revenue targets after closing.
The acquisition is expected to close in the second quarter of Guidewire’s fiscal 2027 and, according to the filing, is not subject to any conditions to closing. Bank of America and Citibank have committed a $1.0 billion senior secured incremental term loan A facility, maturing December 2, 2029, whose proceeds, together with cash on hand, will fund part of the cash consideration; the filing says completion of the acquisition is not conditioned on receiving that financing.