Clearwater Analytics to Acquire Enfusion: Everything Investors Need to Know(ENFN, CWAN Merger)

On January 10, 2025, Enfusion, Inc. and Clearwater Analytics Holdings, Inc. signed a definitive Agreement and Plan of Merger. This deal is structured as a multi-layered merger involving several entities, including Enfusion OpCo, Poseidon Acquirer, Inc., and two merger subsidiaries wholly owned by Clearwater.

The big picture? Clearwater will acquire Enfusion in a combination of cash and stock, turning Enfusion into a wholly-owned subsidiary. The expected closing date is on or about April 21, 2025, pending shareholder approval and standard closing conditions.

*UPDATE - The final exchange ratio has been announced as follows :

• Final exchange ratio (depending on redemption type) =

  1. $5.85 plus 0.2159 shares of CWAN

  2. 0.4676 shares of CWAN

  3. $10.87 cash

Key Merger Terms in Plain English

Under the terms of the merger, shareholders of Enfusion will receive compensation in one of three ways:

1. Mixed Consideration:

   • $5.85 in cash

   • A number of Clearwater Class A common shares based on a calculated stock price formula

2. Stock-Only Consideration:

   • Shares of Clearwater stock equivalent to the value of the cash-plus-stock option

3. Cash-Only Consideration:

   • A full cash-out at the aggregate per-share value of the deal

Shareholders must choose their preferred option by 5:00 p.m. Eastern Time on April 16, 2025. If no election is made, one will be chosen by default. All options are subject to proration to ensure fairness across shareholder elections.

How These Choices Are Valued

The exact number of Clearwater shares you’ll receive depends on the average stock price of Clearwater in the 10 days leading up to the transaction's closing. There are also caps and floors on this price:

• If Clearwater stock is below $25.0133, you get more shares

• If it's above $30.5718, you get fewer

But the company has structured it to ensure each option delivers roughly the same total value per share, estimated around $11.25.

Why Clearwater Wants Enfusion

Clearwater’s move to acquire Enfusion isn’t just about expansion. It’s about synergy.

Clearwater specializes in automated investment accounting, performance analytics, and regulatory compliance solutions for large financial institutions. Enfusion, on the other hand, is known for its cloud-native front-to-back investment management system. Together, they create a more powerful, end-to-end solution for asset managers.

This merger:

• Boosts Clearwater's tech stack

• Expands its client offerings

• Positions it better against legacy and cloud-native competitors

• Combines two subscription-based, high-margin platforms under one roof

This isn't just a purchase. It's a strategic alignment aimed at dominating the digital transformation space in investment operations.

What Shareholders Should Know

Here are some important logistics and dates to keep in mind if you hold Enfusion shares:

• Record Date: March 20, 2025

• Election Deadline: April 16, 2025 (for form of consideration)

• Special Meeting: April 17, 2025 at 9:00 a.m. CT via live audio webcast

• Expected Close Date: On or about April 21, 2025

If you own shares through a brokerage, your deadline might be earlier. Be sure to check with your broker and review your election materials carefully.

Shareholders are encouraged to vote in favor of the deal. The Enfusion Board of Directors, after consulting a special committee and financial advisors, has unanimously recommended the merger.

Strategic Upside for the Market

Here’s why this deal is making headlines across the fintech world:

• Operational Efficiency: The merged entity can streamline data, reduce system fragmentation, and deliver faster insights

• Global Reach: Both firms have international clients, and this creates opportunities for cross-market penetration

• Recurring Revenue Growth: Combining their subscription business models could accelerate ARR growth

Both companies are publicly traded on the NYSE. Enfusion under ticker ENFN and Clearwater under CWAN. If you’re invested in either or both, this could redefine their market trajectory.

Shareholder Voting and Approvals

To finalize the deal, shareholders of Enfusion must approve the merger agreement proposal and a secondary adjournment proposal. The required vote is a majority of shares outstanding as of the March 20 record date.

Voting can be done online, by phone, or by mailing your proxy card. Instructions are available in your proxy materials and at the special meeting website: virtualshareholdermeeting.com/ENFN2025SM

Wrapping It Up

Clearwater’s acquisition of Enfusion is one of the most strategic fintech mergers in 2025. It’s not just about adding clients or software. It’s about building a robust platform that reimagines how investment operations are managed from front to back.

If you're a shareholder, now’s the time to act. Review your election materials, understand your options, and cast your vote. Big things are happening, and staying informed puts you ahead of the curve.

Want to dive deeper? Here's a helpful link to Clearwater’s investor page: https://ir.clearwateranalytics.com

FAQs

What happens if I don’t vote or make a merger election?

If you don't vote, your shares won’t be counted in support of the merger. If you don't choose a merger consideration form, one will be assigned to you based on proration rules.

Will this affect my Enfusion stock directly?

Yes. Your Enfusion shares will convert into cash, Clearwater stock, or a mix of both depending on your election and the final terms.

Is there a chance this deal could fall through?

While possible, both companies appear committed and all major shareholders (representing about 45% of voting power) have already agreed to support it.

Will I owe taxes on my merger proceeds?

Most likely, yes. Cash received will be taxable, and stock may be subject to capital gains tax. Consult your tax advisor.

Where can I get the full details?

Visit the SEC's EDGAR database or contact Innisfree M&A Incorporated at (877) 750-0637 if you have questions about voting or elections.

ENFN CWAN Merger

ENFN CWAN Merger

*Don't rely on statements made within this article or on this website. Conduct your own due diligence prior to making any investment decisions.