<div id="readability-page-1"><div><p>Thoma Bravo, L.P. entered into a definitive agreement to acquire PROS Holdings, Inc. (NYSE:PRO) from a group of shareholders for $1.3 billion on September 22, 2025. A cash consideration valued at $23.25 per share will be paid by Thoma Bravo, L.P. Upon closing of the transaction, PROS will be a private company, and its common stock will no longer be listed or traded on the New York Stock Exchange or any public exchange. In case of termination PROS Holdings will pay Thoma Bravo $39.6 million and is 3.25% of purchase price. The transaction has been financed through the equity commitment letter.</p><p>  The transaction is subject to approval by regulatory board / committee, approval of merger agreement by shareholders of PROS Holdings, Inc and Thoma Bravo., and customary closing conditions, HSR act approval. The deal has been unanimously approved by the board of Thoma Bravo and PROS Holdings, Inc. The deal is expected to close in the fourth quarter of 2025. As of October 1, 2025, Thoma Bravo announces its strategic plans to run the travel business of PROS as a platform investment while existing portfolio company Conga, a leader for AI-powered innovation in configure, price, quote (CPQ), contract lifecycle management (CLM) and document automation, will combine with the B2B business of PROS. Effective as of 11:59 p.m. Eastern Time on November 24, 2025, the waiting period under the HSR Act expired with respect to the Merger, satisfying one of the conditions to Closing. </p><p>  Qatalyst Partners, L.P. acted as financial advisor and fairness opinion provider for PROS Holdings, Inc. During the two-year period prior to the date hereof, no material relationship existed between Qatalyst Partners or any of its affiliates, on the one hand, and the Company or Parent or their respective affiliates, on the other hand, pursuant to which compensation was received by Qatalyst Partners or its affiliates, except that Qatalyst Partners has provided financial advisory services to Adenza Group, Inc., a then-majority-owned portfolio company of Thoma Bravo, L.P., an affiliate of Parent, and received approximately $55 million in connection with such services. Nicholas Klein, Jennifer M. Kashatus, Jamie Knox, Brian Hamano, Jeffrey D. Aronson, Ronald N. Brown III, Georgia Jolink, Paolo Morante, Michelle Lara, Brent L. Bernell, Jeffrey Scharfstein and John J. Gilluly III of DLA Piper LLP (US) acted as legal advisor for PROS Holdings, Inc. Evercore Inc. acted as financial advisor for Thoma Bravo, L.P. Corey D. Fox, Bradley C. Reed, Cole Parker, Brian Ford, Michael Falk and Lany L. Villalobos of Kirkland &amp; Ellis LLP acted as legal advisor for Thoma Bravo, L.P. Joele Frank, Wilkinson Brimmer Katcher acted as strategic communications advisor. Jennifer Yount, Jesse Kirsch, Seth Chandler and Sabine Houben of Paul Hastings LLP represented the financing sources related to the merger. Innisfree M&amp;A Incorporated acted as information agent to PROS Holdings and will receive a fee $45,000. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent to PROS Holdings. </p><p>Thoma Bravo, L.P. completed the acquisition of PROS Holdings, Inc. (NYSE:PRO) from a group of shareholders on December 9, 2025.</p></div></div>

<p>Thoma Bravo, L.P. completed the acquisition of PROS Holdings, Inc. for $1.3 billion, paying $23.25 per share. PROS will become a private company, delisting from NYSE. The deal, approved by both companies' boards, is expected to close in Q4 2025. Thoma Bravo plans to integrate PROS' travel business with Conga. The acquisition was finalized on December 9, 2025, after satisfying regulatory conditions.</p>

Thoma Bravo, L.P. completed the acquisition of PROS Holdings, Inc. from a group of shareholders.