Open Lending Corporation reported on July 30, 2026, that it has finalized its merger with ANV Group Holdings Ltd., a private limited company incorporated in England and Wales. The transaction, which was first announced on June 15, 2026, was structured as a cash tender offer followed by a merger without a stockholder vote, a process permitted under Section 251(h) of the Delaware General Corporation Law.
The tender offer, conducted by ANV's indirect subsidiary Lakers Acquisition Sub, Inc., expired at one minute after 11:59 p.m. New York City time on July 27, 2026. According to the depositary agent, approximately 101.3 million shares were validly tendered and not withdrawn, representing roughly 85.57% of the company's outstanding common stock. This comfortably exceeded the minimum condition requiring a majority of shares to be tendered. With all offer conditions satisfied or waived, Merger Sub accepted the tendered shares for payment on July 28, and the merger closed two days later.
At the effective time of the merger, each remaining share of Open Lending common stock not already purchased in the tender offer was converted into the right to receive $3.15 per share in cash, without interest and subject to any applicable tax withholding. Stockholders who properly demanded appraisal rights under Delaware law will not receive the merger consideration and will instead pursue their statutory remedies.
The transaction was financed through $100 million in committed equity and $250 million in committed debt financing, and its completion was not subject to any financing condition. As a result of the merger, a change in control occurred, and Open Lending became an indirect wholly-owned subsidiary of ANV Group Holdings.
In connection with the closing, the company terminated its existing credit agreement with Wells Fargo Bank and repaid all outstanding obligations. The company also notified Nasdaq of the merger's completion and requested that trading in its common stock be suspended. Nasdaq will file a Form 25 to delist the shares, and Open Lending intends to file a Form 15 to deregister the shares and suspend its reporting obligations under the Securities Exchange Act.
The merger agreement also addressed outstanding equity awards. Unvested stock options were accelerated and cancelled in exchange for a cash payment equal to the difference between the $3.15 merger consideration and the exercise price, if that difference was positive. Time-based restricted stock units fully vested and were converted into the right to receive the merger consideration in cash. Performance-based stock units vested on a one-for-one basis for the portion that had been earned, with the unvested portion cancelled for no consideration.