Amex GBT Revises Merger Terms with CWT, Reduces Deal Value and Share Issuance

American Express Global Business Travel (Amex GBT), a leading B2B software and services provider for corporate travel, expense management, and meetings & events, has announced amendments to its merger agreement with CWT. The original agreement, signed on March 24, 2024, and subsequently amended in January and March 2025, has now been updated again on March 20, 2025, to reflect changes in valuation, share issuance, and timeline.

Under the revised terms, the value of the CWT transaction has been reduced to approximately $540 million, down from the originally agreed $570 million. This adjustment is based on a cash-free, debt-free basis and is subject to assumptions and purchase price adjustments. Despite the lowered valuation, Amex GBT expects to maintain the same 2024 Adjusted EBITDA multiples—7.6x pre-synergy and 2.5x post-synergy—announced when the deal was first revealed.

The amendment also raises the fixed share price of Amex GBT stock to $7.50 per share, compared to the previously agreed $6.00. As a result, the company now plans to issue approximately 50 million shares of Class A common stock, significantly lower than the original estimate of 72 million shares. Amex GBT will fund the remainder of the transaction with $70 million in cash on hand, which will also cover the retirement of CWT’s existing debt.

Regulatory Review and DOJ Lawsuit Push Timeline to Year-End 2025

In a further adjustment, the companies have extended the “Drop Dead Date”—the final deadline for closing the deal—to December 31, 2025. This extension provides both parties additional time to respond to a lawsuit filed in January 2025 by the U.S. Department of Justice’s Antitrust Division, which is seeking to block the proposed merger on competition grounds.

Amex GBT’s Chief Legal Officer, Eric J. Bock, reiterated the company’s commitment to completing the deal, citing its belief in the merits of the transaction and the long-term value for customers, suppliers, employees, and shareholders. The transaction remains subject to customary closing conditions, including regulatory approvals.