Earlier today, Dayforce shareholders overwhelmingly approved the $12.3 billion all-cash acquisition of the company by Thoma Bravo in a resounding rejection of an attempt to block the transaction by T. Rowe Price Associates (T. Rowe), the company’s largest shareholder with 15.5% ownership. Preliminary votes show that approximately 88.4% of votes cast, representing 79% of the outstanding voting power, voted in favor of the transaction, with virtually every shareholder other than T. Rowe voting in favor of the merger.

On August 21, 2025, Dayforce, a global human capital management (HCM) software company providing HR, payroll, tax and other workplace solutions, announced that it had entered into a definitive agreement to be acquired by Thoma Bravo in the largest standalone enterprise software deal ever led by a private equity firm. The $70 all-cash merger consideration represented a 32% premium to the unaffected share price. Two weeks after the deal announcement and prior to the proxy statement being filed, T. Rowe sent a scathing letter addressed to the independent directors of Dayforce criticizing the transaction as an opportunistic transfer of value from public-market investors to private investors and made a number of unfounded and incorrect statements about the transaction process. A few weeks later, in an unusually aggressive and hostile action, T. Rowe made a public 13D control filing and issued an open letter to Dayforce stockholders expressing its opposition to the merger and its plans to actively engage in discussions with other shareholders to persuade them to vote against the merger. It called the deal value “underwhelming” and stated that the stock had been “pressured by misplaced short-term pessimism on the sector as a whole and investor focus on metrics that are not reflected of the underlying strength in the business.” The letter itself was notably toned down from the initial private letter and contained no criticisms of the transaction process, with the record having been set straight by Dayforce in its proxy statement and in a meeting between T. Rowe and representatives of the Dayforce board following receipt of the first letter.

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