T. Rowe Price, one of Dayforce's largest investors, plans to vote against Thoma Bravo deal

[T. Rowe Price]
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T. Rowe Price Associates, one of Dayforce's (NYSE:DAY [https://seekingalpha.com/symbol/DAY]) largest shareholders, plans to vote against the software company's proposed $12.3B all-cash takeover by Thoma Bravo.

The T. Rowe Price Group (NASDAQ:TROW [https://seekingalpha.com/symbol/TROW]) unit owns ~25M shares of Dayforce's common stock.

Dayforce announced [https://seekingalpha.com/news/4487847-dayforce-to-go-private-in-123-billion-deal-with-thoma-bravo] in August a definitive agreement with Thoma Bravo to become a privately held company. Under the terms of the agreement, stockholders are set to receive $70.00 per share in cash.

The per-share purchase price represented a premium of 32% over the company’s unaffected closing share price on August 15, the last trading day before media reports regarding a potential transaction.

Shares were +1.03% to $69.70 Wednesday pre-market.

"Despite Dayforce’s successful execution and exciting future, we believe the stock has been pressured by misplaced short-term pessimism on the sector as a whole and investor focus on metrics that are not reflective of the underlying strength in the business," said the TROW unit in an SEC filing [https://www.sec.gov/Archives/edgar/data/1725057/000149315225017347/formpx14a6g.htm].

"In our view, these forces are temporary and do not justify selling the company at an underwhelming valuation at this time," said the filing.

"With its advantaged technology, strong leadership, and large market opportunity, we believe the company's most promising days lie ahead," said the filing.

"As such, we intend to vote against the proposal to approve the proposed acquisition being presented at Dayforce's upcoming special meeting of stockholders to be held on November 12, 2025," added the filing.

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