What is the expected timeline for the deal completion and any regulatory or shareholder approvals required?
Deal timeline & required approvals
The all‑cash acquisition of Dayforce (NYSE: DAY) at $70.00 per share – roughly $12.3 billion – follows the classic M&A timetable for a U.S. public‑company transaction. The transaction is subject to two key “closing” steps:
| Approval | Typical window |
|---|---|
| Shareholder vote – a definitive proxy statement must be filed with the SEC and mailed to Dayforce’s shareholders. The proxy statement is usually filed within 10‑15 business days of the announcement, and the shareholder meeting is set for 30 – 45 calendar days after the filing. | |
| Regulatory clearance – the deal will need clearance from the U.S. Securities and Exchange Commission (SEC) and, depending on the business mix, antitrust review by the Federal Trade Commission (FTC) or the Department of Justice (DOJ). For a cash‑for‑cash transaction of this size, the regulatory review typically runs 30 – 45 calendar days after the parties submit the required filings. |
Assuming the parties move promptly, the earliest practical closing date is therefore mid‑ to late‑July 2025 (≈ 60 days from the announcement) with a more realistic window of mid‑August 2025 (≈ 90 days) to accommodate any additional information requests or minor antitrust concerns.
Trading implications
- Short‑term: The market will price in the “fair‑price” premium of roughly $70 vs. Dayforce’s pre‑announcement trading level. If the premium looks generous, the stock may trade near the offer price; any discount pressure (e.g., the Ademi Firm’s investigation) could push the price down, creating a sell‑side bias until the shareholder vote is confirmed.
- Mid‑term: Once the shareholder vote is approved (expected by early‑July) and regulatory clearance is granted, the deal should close in August, triggering a cash‑only tender‑offer settlement. Traders can position for the “cash‑only” event by buying DAY on the “in‑play” side of the spread if the market still discounts the offer, or by shorting if the spread widens due to perceived over‑valuation or pending legal scrutiny.
In short, expect a 60‑90 day window for the deal to clear both shareholder and regulatory hurdles, with the most decisive price‑setting milestones occurring at the shareholder vote (≈ 30 days) and the regulatory clearance (≈ 30 days) thereafter. Monitoring the proxy‑statement filing and any SEC/FTC comment letters will be essential for timing entry or exit around the anticipated mid‑August 2025 closing.