Complicated by regulatory scrutiny and a U.S. Department of Justice lawsuit to derail it, American Express Global Business Travel and CWT over the last week executed a series of amendments to their merger agreement, which was initially announced a year ago.
Among the changes, the two companies extended the deadline for the merger to close to December 31, 2025, from the prior March 21, 2025. The initial “drop dead date” was January 24, 2025.
Amex GBT disclosed this in a financial filing March 21, 2025.
The latest extension reflects both the ongoing U.S. Department of Justice lawsuit to block the deal and a pending final decision from the UK’s Competition and Markets Authority, which has given preliminary approval.
In addition to this, the latest amendments refine the economic terms of the deal and lowered the termination fee should regulatory approvals delay or derail the acquisition beyond the newly set deadline.
Reduced Valuation of CWT
The amendment also reduced the CWT’s transaction enterprise value from $570 million to $540 million on a cash‑free, debt‑free basis.
The reduced valuation seemingly reflects CWT’s weakening position. In its review of the deal, the UK’s Competition and Markets Authority found: “The bidding data confirms that BCD and GBT are the two strongest competitors in the market, by far, and has also led us to provisionally conclude both are substantially stronger than CWT.”
CWT’s owners will receive about 50 million shares of Amex GBT’s Class A common stock, with each share being valued at $7.50, from the $6 which was initially agreed. That makes the stock portion worth around $375 million. Amex GBT also agreed to pay CWT equity holders $70 million in cash.
Combining the stock value of $375 million with the cash of $70 the total comes to about $445 million.
The $95 million gap between the revised deal value ($540 million) and the cash‑and‑stock consideration ($445 million) reflects CWT’s outstanding debt and other liabilities.
Amex GBT also agreed to pay CWT a $25 million termination fee should the merger fail to close by December 31 either “as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied.”
The initial termination fee was $32 million to $35 million.
