Vacasa (NASDAQ:VCSA), a leading vacation rental management platform in North America, announced today that its board of directors’ Special Committee has unanimously rejected a revised unsolicited acquisition proposal from Davidson Kempner Capital Management, deeming it unlikely to constitute a “Superior Proposal” under the terms of its existing merger agreement with Casago.
The Special Committee’s decision was based on several factors, including Davidson Kempner’s inability to secure required approvals for amending Vacasa’s Tax Receivable Agreement (TRA), a key condition of their proposal.
Additionally, Davidson Kempner rejected Vacasa’s requests for improved closing conditions and terms, despite feedback provided as recently as April 12, 2025.
Concerns were also raised about Davidson Kempner’s role as a creditor, which could pose risks to public shareholders if the transaction failed to close.
Despite Davidson Kempner’s proposed purchase price of $5.83 per share, the Special Committee determined that the proposal lacked actionable certainty and carried significantly higher risks compared to the Casago transaction.
The committee emphasized its commitment to acting in the best interests of public shareholders, dismissing assertions made by Davidson Kempner in recent proposal letters.
Meanwhile, Vacasa reaffirmed its support for the amended merger agreement with Casago, under which Casago will acquire all outstanding shares held by public shareholders at $5.30 per share.