CBIZ, Inc. Announces $55/Share Merger Agreement to Be Taken Private

What Happened
On July 28, 2026 (8‑K filed July 29, 2026), CBIZ, Inc. entered into an Agreement and Plan of Merger with Viking ParentCo, Inc. and its Merger Sub under which Merger Sub will merge into CBIZ and CBIZ will become a direct, wholly owned subsidiary of Parent. The merger consideration is $55.00 per share in cash. CBIZ’s board unanimously approved and recommends the merger; closing is subject to shareholder approval, antitrust clearance (HSR), other customary conditions and no Company Material Adverse Effect. The agreement includes a Go‑Shop period through August 27, 2026, and a termination date of July 28, 2027.

Key Details

• Merger price: $55.00 per outstanding common share in cash (excluding excluded shares and certain appraisal rights).
• Financing: Commitments of $5.2 billion of equity and debt financing have been obtained from New Mountain Partners and other sources to fund the transaction (subject to closing conditions).
• Fees & guarantees: Company termination fee generally $107.5M (reduced to $49.6M in some Go‑Shop cases); Parent termination fee $198.4M. Grant Thornton Advisors LLC provided a limited guarantee for the Parent termination fee and certain reimbursements.
• Employee equity and pay: Options and most equity awards will be cashed out or converted (vested awards paid $55/share; unvested awards converted into replacement awards or assumed units with certain vesting/termination protections). CBIZ will terminate its ESPP. The board adopted a Change in Control Severance Plan and retention/transaction bonus programs (CEO severance multiple = 3x; other named executives = 2x). Named executive one‑time transaction/retention amounts cited: Jerome Grisko Jr. $1,302,000; Brad Lakhia $812,000; Michael Kouzelos $486,000.

Why It Matters
This is a definitive take‑private transaction that would deliver immediate cash value of $55.00 per share to CBIZ public shareholders if approved and closed. The board’s unanimous recommendation is important for shareholder support, but the deal still needs regulatory clearance and a shareholder vote. The agreement also affects employees and executives: most equity awards will be cashed out or converted and the company adopted severance, retention and transaction bonus programs that create near‑term compensation obligations. Financing commitments reduce financing risk, but they remain subject to customary conditions. Shareholders should review the forthcoming proxy materials for full details and vote considerations.