Bumble Inc. has entered into a definitive agreement to be acquired by Ithaca Holdings in an all-cash transaction valued at approximately $1.3 billion. Under the terms of the agreement, Bumble shareholders will receive $6.05 in cash for each share of Class A common stock. This consideration represents a premium of approximately 138% to the company's unaffected closing share price on October 9, 2026, and a premium of approximately 119% to the 30-day volume weighted average price as of that date.
The transaction is structured as a merger. Ithaca Holdings will acquire Bumble through a series of mergers involving Ithaca Merger Sub 1 and Ithaca Merger Sub 2. Following the completion of the Corporate Merger, Bumble will survive as a wholly owned subsidiary of Ithaca Holdings. The company will operate as a privately held entity with offices in London, Austin, and New York City, and is expected to remain based in Austin.
The deal was approved by Bumble's Board of Directors upon the unanimous recommendation of an independent Special Committee. The Special Committee, which consisted solely of disinterested directors, conducted a rigorous process to evaluate strategic alternatives. Whitney Wolfe Herd, the company's Founder and CEO, recused herself from the Board's deliberations and voting. Following the execution of the definitive agreement, shareholders, including affiliates of Blackstone and Ms. Wolfe Herd, provided the requisite approval through a written consent.
Upon closing, Ravi Gupta and John Hegeman, Co-CEOs of Ithaca Holdings, will become Co-CEOs of Bumble. Ms. Wolfe Herd will remain actively involved with the company. The closing of the transaction is subject to customary conditions, including the expiration of the Hart-Scott-Rodino waiting period and the mailing of an information statement. The Merger Agreement does not contain a financing condition, and the parties have agreed to a no-shop provision.
Regarding employee compensation, outstanding options and Opco incentive units will be cancelled. Restricted stock units (RSUs) will be converted into cash payments. Vested RSUs will be paid immediately, while unvested RSUs will be converted into cash payments that vest based on the holder's continued service with Ithaca or its affiliates through the applicable vesting dates. The Company's 2021 Employee Stock Purchase Plan will terminate effective at the Effective Time.
Advisors to the Special Committee include Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC for financial matters, and Davis Polk & Wardwell LLP for legal counsel. Kirkland & Ellis LLP and KKR Capital Markets are serving as advisors to Ithaca Holdings, while Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Whitney Wolfe Herd.
