CBIZ, Inc. Merger Agreement

CBIZ, Inc. has entered into a definitive agreement for a merger with Viking ParentCo, Inc. The merger agreement outlines the terms and conditions for Viking MergerCo, Inc., a subsidiary of Parent, to merge with and into CBIZ, Inc., with CBIZ, Inc. surviving as a wholly-owned subsidiary of Parent. The transaction is valued at $55.00 per share in cash. The agreement details the treatment of various equity awards, including options, RSUs, and PSUs, which will be converted into cash payments or replacement awards. Representations and warranties have been made by both CBIZ, Inc. and Parent/Merger Sub, covering aspects such as corporate organization, financial statements, litigation, and material contracts. Covenants include restrictions on soliciting alternative transactions, with a "go-shop" period allowing CBIZ to engage with other potential acquirers. Conditions for closing the merger include stockholder approval, regulatory approvals (e.g., HSR Act), and the absence of material adverse effects. The agreement also specifies termination rights and fees for both parties, with a potential Company Termination Fee of $107.5 million and a Parent Termination Fee of $198.4 million. Grant Thornton Advisors LLC has provided a limited guarantee for the Parent Termination Fee. Financing for the transaction is committed at $5.2 billion through equity and debt. Additionally, CBIZ, Inc. has adopted a Change in Control Severance Plan and a transaction bonus program for its employees, including named executive officers, in connection with the merger.