Greetings, and welcome to the Vertex conference call to discuss the Pagero tender offer. Please note this conference is being recorded. At this time, all participants are in a listen-only mode. At this time, I'll turn the conference over to Joe Crivelli, Vice President of Investor Relations. Mr. Crivelli, please go ahead. Thank you for joining us as we discuss today's announcement that Vertex has commenced a public tender offer for Pagero Group AB. David DeStefano, our President and CEO, and John Schwab, our CFO, are on the call with us today. Our related press release, which was issued earlier this morning at 1:00 A.M. Eastern Time or 7:00 A.M. Central European Time, and the presentation, which we will refer to in today's call, are available on our website at ir.vertex.com. As noted on slide two, during this call, we may make forward-looking statements about expected future results. Our actual financial results may differ due to risks and uncertainties. These risks and uncertainties are described in our filings with the Securities and Exchange Commission. This conference call is being recorded and will be available for replay via webcast on our investor relations website. I'll now turn the call over to David. Thank you, Joe, and thank you everyone for joining today. We are excited to speak with you this morning about our announcement that Vertex has launched a tender offer to acquire Pagero. We believe this transaction will provide significant benefits to stakeholders of both companies and build on our partnership with Pagero. We also believe it will allow us to better support our customers, expand our partner ecosystem, and deliver significant value for shareholders. On the call today, we will discuss how this transaction will significantly increase our addressable market, expand our growth opportunity with customers and partners, enhance our financial profile, accelerate our international growth and brand as CTC government mandates expand globally, and benefit customers of both companies by creating a seamless platform across indirect tax and e-invoicing with a scalable open business network. Turning to slide four, Pagero provides a smart business network for automated, compliant, and secure business transactions. They have delivered impressively strong growth over the past few years and have a rapidly improving earnings profile. Pagero is recognized as a global leader of continuous transaction controls, or CTC, compliance and reporting solutions. Their open network reaches over 14 million companies worldwide, with the capability of connecting business to business, business to government, and government to business. It has helped define the industry standard and is accelerating at a much faster pace, thanks to their proven concepts. What is e-invoicing? It is a digital solution to help companies address the emerging and rapidly growing global CTC compliance and reporting government mandates. It requires companies to remit transaction data to governments in real and near real time so they can validate that they are collecting the right amount of tax. Today, more than 50 countries, representing over $100 billion of GDP, require it, with more countries set to launch regulations in the coming years. Importantly, the 50 countries that already have these mandates in place align with Pagero's global footprint. In short, where VAT compliance has slowly become more complex, the rapidly expanding mandates of e-invoicing are compounding complexity by the day. As investors know, Vertex's differentiated value proposition is making sense of indirect tax complexity for our customers globally. It will accelerate our global brand, enhance our competitive moat, and position us for further expansion. This transaction will allow us to deliver more value for customers, grow our customer base, and deepen relationships with our partner ecosystem and governments around the world. As noted in the press release, we are proud and honored that Silver Lake, the global leader in technology investing, is partnering with us to provide the capital required to support the transaction. The transaction details are described on slide five. To effect this transaction, we are commencing a public tender offer for 100% of Pagero shares at a price of SEK 36 in cash per share. Based on the current exchange rate, that equates to a total tender value of approximately $555 million. John will touch on Pagero's financial profile in greater detail in a moment, but the company's growth trajectory is impressive, with revenue growth that has accelerated into the 30+% range in recent quarters and an average NRR of approximately 120%. On a pro forma basis, this acquisition accelerates Vertex's revenue growth by approximately 200 basis points. We also anticipate Pagero will be accretive to Vertex's margins in 2026, the second full year after closing, with additional opportunity to increase revenue synergies and cost benefits in the medium to long term. This will be funded by a combination of proceeds from our undrawn revolving credit facility and the issuance of $500 million worth of new series of convertible preferred stock to Silver Lake. Silver Lake will also be issued warrants to purchase up to 2.5 million additional shares of Vertex common stock at the conversion price. As evidence of the strong support for the tender, I'm pleased to note that Vertex has already received commitments in support of the deal from investors representing 40% of Pagero's outstanding shares, including its single largest investor, Summa Equity Partners, and its CEO, Bengt Nilsson. In addition, acceptance of our tender offer has been recommended to shareholders by Pagero's independent bid committee. Moving to slide six. I want to provide some context on e-invoicing compliance and the market opportunity it presents for Vertex. E-invoicing brings B2B, B2G, and G2B structure data exchange into the digital era, helping to streamline invoicing processes and reduce friction before, during, and after the transaction. These capabilities are especially critical against the backdrop of the increasing global adoption of continuous transaction controls, or CTC, which enable the real and near real-time financial reporting that is mandated by governments to improve tax collection. Navigating new and emerging compliance mandates is costly and burdensome to IT and finance teams, and often deters or slows companies' international expansion. In addition, failure to comply accurately can even delay delivery of products and services as well. In other words, these complexities create real pain points that can have a direct impact on a company's growth and success. Accordingly, solutions that address these pain points, like those provided by Pagero, are a must-have, not a nice-to-have, for global businesses. By operating at the intersection of business and government, the combined company is expected to benefit from the additional opportunities to gain knowledge, deepen insights, and create new monetization models. Through this transaction with Pagero, Vertex will become the sole source solution that companies are looking for. The combined company will create a seamless end-to-end global platform to help customers drive efficiencies while navigating these challenges. This will enhance Vertex's value proposition for current and future customers, allowing us to extend our leadership into the rapidly growing e-invoicing market. Slide seven illustrates the significant market opportunity that Pagero will unlock for Vertex. With Pagero, based on our internal estimates, our addressable market expands globally to $28 billion from $22 billion today, an increase of approximately 30%. Complying with e-invoicing and CTC regulations is one of the major compliance challenges facing our enterprise and middle-market customers, making the market for these services extremely fast-growing. Ultimately, there is a massive opportunity in e-invoicing. Not only does it allow companies to adhere to global compliance mandates, it helps them improve their efficiency and eliminate barriers to growth in new markets. This is a significant market opportunity that we have validated through our partnership over the last several months with in-market customer and partner feedback. We are confident that the acquisition of Pagero is the right strategy to capitalize on these emerging and growing global government mandates. On slide eight, you will see a snapshot of Pagero's business. Pagero provides a comprehensive suite of solutions to automate e-invoicing compliance through its open network, with a reach of over 14 million companies. This powerful network connects buyers, sellers, and government to digitize and automate purchase-to-pay and order-to-cash processes. Moreover, Pagero's platform is flexible and designed to continue to evolve to remain on the forefront of evolving global regulation requirements. Slide nine depicts how Pagero's complementary solutions will allow us to provide a truly end-to-end platform for customers. Together, Vertex and Pagero will provide customers with a single solution to automate business transactions and manage indirect tax, periodic filing and reporting, e-invoicing, compliance, and data management across multiple jurisdictions. All these activities happen on one network that is scalable according to customer needs and that enables continuous compliance. With Pagero, Vertex will be able to deepen its relationship with governments by providing a single trusted platform for e-filing, tax remittance, reporting, invoice validation, and e-invoicing. Instead of relying on multiple vendors to solve different pain points in their compliance processes, companies will have a single comprehensive platform for all of their needs. This will eliminate the significant burden placed on tax, finance, and IT teams to wrangle multiple vendors and platforms to work together across jurisdictions. At the same time, combining our platforms will greatly increase our own efficiency, as we will be able to pull from a large pool of data to create the right protocol and data structure for each individual governmental mandate. Once created, this can be applied to all of our users on the network, eliminating redundant work and saving time for both our team and our customers. Similarly, once a company has joined the network, it has the ability to communicate with every other participant in that network, eliminating the need to create point-to-point connections with each buyer or supplier. We expect that once companies select a network, they will continue to transact on that same network for all invoice-related processes, thereby driving up network volumes. By implementing an e-invoicing solution alongside our current leading indirect tax platform, we will be able to help our customers to meet new and emerging compliance mandates, reduce costs, and increase efficiency. This is a significant value add that will ultimately help businesses to remove barriers to geographic expansion, improve competitiveness, and achieve greater success. I'll also note that there is great synergy in our respective go-to-market organizations, as Pagero solutions are sold through many of the same partners as ours, including the major accounting firms, Workday, and others. I'll now turn it over to John to share more of the exciting details of this transaction. Thanks, David, and thanks everyone for joining us today. Let's discuss the financial merits of the transaction. On slide 11, you can see that Pagero has a strong financial profile and a track record of consistent growth. From 2019 through the third quarter of 2023, Pagero saw strong growth in annual recurring revenue, total revenue, and transaction volumes. With the rapid expansion of compliance mandates that support the adoption of Pagero solutions, we believe that this is just the beginning of their growth trajectory. As you can see on slide 12, based on the Q3 2023 results, on a pro forma basis, the acquisition of Pagero would have increased our annual recurring revenue growth rate from 18%-20%, and it would have increased our revenue growth rate from 15% on a standalone basis to 17% on a combined basis. Please note that this does not include consideration for expected revenue synergies that we expect to realize by capitalizing on new cross-selling opportunities within both companies' existing customer bases. Slide 13 provides some additional details on the financial benefits of the transaction. On the left side of the slide are revenue synergies. These include increased wallet share with existing customers as we introduce Vertex customers to Pagero's e-invoicing solutions and vice versa. In addition, the proliferation of CTC requirements will also enable us to open the door with customers that we may not be serving today. On the right side of the slide, we outline our clear roadmap to identify and realize efficiencies, including consolidating external spend, leveraging R&D resources, and generating savings from operational efficiencies and other incremental opportunities. Before we open up for questions, I want to cover Silver Lake's investment and partnership in a bit more detail. As noted earlier, Silver Lake will be providing $500 million of new equity capital through the issuance of a convertible preferred stock, which is conditioned upon the closing of the acquisition. We are pleased that a renowned firm like Silver Lake has chosen to invest in, in Vertex in this transaction. As many of you know, Silver Lake is an experienced and respected global technology investment firm with a strong value creation track record. Silver Lake will be more than just an investor. They have already partnered with, with us in evaluating this opportunity and will, and will continue to provide strategic support going forward. Upon the transaction close, Joe Osnoss, a managing partner of Silver Lake, will join the Vertex board of directors. In summary, we view Silver Lake's investment as a vote of confidence in our business, our strategy, and this acquisition, and strongly believe that it will position us to further accelerate our growth. We look forward to working with Silver Lake, the Silver Lake team, and welcome Joe to our board. Finally, the terms of the tender offer will be disclosed, but we expect that the acceptance period to open in the coming days and expire on or around January 23rd, so about a 45-day period. We then expect to begin settlement on February 1st. Of course, the offer is subject to regulatory approvals, the receipt of valid tenders of more than 90% of Pagero shareholders, and customary closing conditions. In summary, adding Pagero's digital transformation and e-invoicing capabilities to our portfolio will help us capitalize on expanding CTC global mandates and other evolving compliance trends. Our comprehensive platform will enhance the value proposition for our existing customers and provide an entry point for new ones. In doing so, we expect to accelerate top-line growth and expand our margins. This transaction is truly a win-win, allowing Vertex to better support our customers with trustworthy end-to-end solutions, while also creating meaningful value for our shareholders. Now we can open up for questions. Operator? Thank you. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from the line of Joshua Riley with Needham and Company. Please proceed with your question. All right. Thank you for taking my questions, and congratulations on the acquisition here. As you point out, the acquisition takes you more into the office of the CFO functionality. Is there a broader strategy here now going forward to eventually build or buy more office of the CFO functionality and move deeper into some of these workflows over time? Thank you. Yeah, Josh, you know, I think this is a good step forward for us to just expand our end-to-end indirect tax solution. And that's, that remains our primary focus. We realize that having this AR and AP capability on the platform gives us optionality as we move forward as an organization. But our primary focus is really to accelerate here with the opportunity behind these growing government mandates in e-invoicing. Got it. And then, just on the initial cost synergies, I noticed you didn't outline precisely, you know, what the amount will be or the expected timeline to implement them. Can you just give us a sense, is this more of a revenue synergy opportunity over time versus a cost efficiency play? Is that kind of the right way to think about it? Thank you. Yeah, just to be thoughtful here, there are some Swedish laws that we are governed by in terms of giving forward projections on anything on revenue or margins, just because it is a tender offer. But as we have described in John's slides, we definitely think there are opportunities on both sides of the equation that we are looking at and, you know, we're anxious to execute on. Yep. No, for sure. For sure. Absolutely agree. And again, I think revenue, Josh, is a good way, is a good way to look at it. We think the opportunity there with leveraging the Vertex customer base, with the Pagero e-invoicing and CTC solution, is gonna be a very compelling win-win. All right. Thanks, guys. I'll jump back in the queue. Yep, thank you. Thank you. Our next question comes from the line of Adam Hotchkiss with Goldman Sachs. Please proceed with your question. Great, thanks for taking the questions. You announced the partnership with Pagero just a few months back. Just curious if you could talk a little bit more about the buy versus partner decision-making process here and what ultimately led you to where we are today? Yeah. So, Adam, appreciate the question. We've been actually working with Pagero, as you might imagine, for over a year. We've been working on the integration, building the portal, aligning our go-to-market team. We didn't go public with the announcement because we had agreed with them, we wanted to keep it confidential until we were ready to announce the partnership, which we did, as you noted, in October. But we've long since been working with them, learning their culture, making sure there was alignment on a tech vision, an enterprise vision, and most importantly, a go-to-market vision about how we support our customers. All along, we had hoped this opportunity would present itself, and then, you know, just validating in-market activity that we were seeing from customers and partners around our announcement allowed us just to continue on the track that we were always, you know, looking to realize. Great, that's really helpful. And I guess, could you just comment on the competitive environment in e-invoicing? I know there are a number of other players out there working with some of the US enterprise market. Just curious, you know, if you evaluated some of those folks and how you think about the competitive positioning of Pagero, and what made you make that decision? Thanks. Yeah, we were, we were really excited to actually have the opportunity to partner and now make the tender offer for Pagero because of their success in the market. Their growth rate of 30%+, NRR of over 120%, are both very complementary to our business. And we saw the types of customers they were landing, which really was the focus. So a lot of the other providers are point solutions, they're smaller, they don't have global coverage. And what we knew is our customer is mandating us to deliver a global platform because we have a global end-to-end compliance solution already, and we really wanted to deliver a global e-invoicing solution. Pagero's got coverage in all the jurisdictions that are requiring it, which very few competitors do, and so we really felt like they were the logical choice. Got it. Really helpful. Thanks for the questions. Sure. Thank you. Our next question comes from the line of Daniel Jester with BMO Capital Markets. Please proceed with your question. Great. Thanks for taking my question. Maybe just to build off that last question, can we talk a little bit about the customer base? You know, their financial reporting is public, and last quarter, they said they were adding 1,000 customers a month, which, you know, it feels like a lot for an enterprise-grade solution. And so maybe can you just dig in a little bit about their customer base and, you know, any potential overlap with the Vertex core base today? Yeah, Dan, I appreciate the question, and that was something we actually thought very carefully about as we looked at the different opportunities in the market. And their success, while they do have on their platform a broad base of customers, and part of the reason why, and the power of their their GRR and why it's so strong, is because when they add an enterprise customer, they are also opening up to that enterprise customer the supply chain, so that that enterprise customer on its supply chain can have everyone join from the AR and AP side of the on the network. And so that's the the real power of their solution, is not only are they getting enterprise customers for CTC, but they're also adding to the platform, which we see several monetization offer opportunities for as we go forward. Gotcha. And then, maybe just... Can you just spend a moment, you know, you were building your own e-invoicing solution, and so is this complementary? Is this a replacement? You know, how do we think about the pieces and the technology integration once the transaction closes? Yeah. No, we actually did not, we did not have any development efforts going. We had a development effort to build a portal that was linking our compliance, that compliance solution with the Pagero e-invoicing solution. So the portal concept is still very viable, and it will be part of the platform we're bringing forward. It was actually very intentional, the way we designed the portal, that it would plug in if the acquisition were to go through. So it works under a partnership, and it's actually the same investment we would need, under an acquisition. But we would not have individually building invoicing, e-invoicing capabilities around the world. That was intentionally not done. All right. I appreciate the clarification. Thank you. Sure. Thank you. Our next question comes from the line of Steve Enders with Citi. Please proceed with your question. Okay, great. Thanks for taking the questions this morning. I guess maybe just to start on you know the e-invoicing and CTC opportunity, I think you mentioned that there's 14 million you know integration points already within Pagero. But I guess, how do you expect the CTC opportunity to play out in over the next few years? And, you know, how big that network potentially could be? Just trying to get a sense for how early this opportunity is today and your thoughts on, you know, how it will kind of evolve from here. Yeah. Yeah, Steve, I, I appreciate that question. I think as we look at the market and the reason now is the time to move forward with the partnership and potentially this tender offer acquisition, which we, we have launched today, is because we are still in the very early days of CTC adoption in two ways. The first way is you have major economies that are starting to announce their intentions to launch. And by that I mean more invoice volume will be going through the platform as that happens. So if you imagine now France and Germany, Poland, all moving ahead with their intentions with CTC, and there have been different announcements about this in the public.... Large enterprises, our target customer base, are all going to have larger invoice volume that has to be processed for e-invoicing in those jurisdictions, which just means an increase in the network volume, as you note. The second thing is, I think as you see the, we've seen in Latin America, as governments continue to lower the threshold of what size company needs to comply with the e-invoicing, you're gonna see an inherent mid-market requirement for, for some mid-sized companies to have to comply with the e-invoicing as they have done in Latin American, South and South America. So you're gonna see new countries add, and you're gonna see increased invoice volume being added just because they're being lowering the threshold of compliance. So we see those two dimensions playing out very favorably to drive network volume and, you know, and therefore, the opportunity to act with now. Okay, got you. That makes sense. Maybe shifting gears a little bit, just on the financing structure for this deal. I guess maybe a bit surprised to see a kinda 12% or almost 12% PIK with the preferred. But I guess, you know, what does Silver Lake kinda bring to this opportunity? And I guess what led to this kind of financing structure instead of maybe some other alternatives out there? Well, as you can imagine, we looked at a number of alternatives, various competitive financing alternatives that we could go through in this scenario. One of the things we really liked about Silver Lake is we have a long-standing relationship with them, that we've built a lot of trust. They bring a lot of value beyond just the financials. I mean, we've discussed with them merger integration, thinking, technology strategy, and most importantly, their value creation model is so proven with their success that, you know, and time and time again, we just saw in the Broadcom and success that they just had. They continue to deliver value to long-term value to shareholders in any organization they get involved in. So we sat with them. We had such great alignment about how we saw the opportunity and really focusing on what long-term value creation we could do together, and that really made Silver Lake the logical partner here. Okay, perfect. Thanks for taking the questions. Yeah. Thanks, Steve. Thank you. Our next question comes from the line of Jeremy Sahler with Jefferies. Please proceed with your question. Hey, guys. Thanks for taking my question. This is, my first time on Tamanna. So I guess first one, and I acknowledge the Swedish laws that you called out earlier, so maybe, maybe you can't quite answer this. So to go to EBITDA, I guess, not quite positive to mid-twenties in two years is a big jump. I guess, how much of that is their natural progression, and expansion, versus how much of that is kind of synergies that you expect to drive on your end? Those are public announcements they've made on their own just because of the revenue volume they're exceeding on their platform. That's their position. Obviously, we've done a lot of diligence to get an understanding of the business, but that was public announcements they made, that their ARR would be at that level, and the margins will follow just because they're getting scale on their platform. You know, it's a classic SaaS model. Once you cross that threshold, you know, it becomes very profitable fast. Right. That, that makes sense. And maybe can you talk about the philosophy for running this business? I guess, is what's the current pricing model, and are you planning on, on making any changes on your end? So they currently do a per invoice volume, so it's clicks per transaction, which we really like as a SaaS organization. And it's sort of the industry standard, and I think we will continue to look at that. Obviously, our enterprise customers are. We're very thoughtful about how we deal with pricing with them to make sure we're delivering long-term value, but that's their current model, and that's our going in. You know, as we go into discussions moving forward, that's where we would be. Gotcha! Makes sense. Thanks so much. Thank you. Thank you. Our next question comes from the line of Willow Miller with William Blair. Please proceed with your question. Great, thanks for taking my question. I'm Willow Miller. I'm from William Blair. So to follow up on a previously asked question, post the Pagero acquisition, is there any additional functionality you need to add or buy to address the e-invoicing opportunity? No, Willow, I appreciate that question very much. No, actually, that was a big part of our diligence process, was to make sure Pagero had the global coverage and the global scalability and capability to handle the types of business that we thought we'd be bringing to our enterprise customer base and came away very comfortable in that process, that that's that they have the complete solution we need. Sounds good. Thanks. Thank you. As a reminder, if you'd like to join the question queue, please press star one on your telephone keypad. Our next question comes from the line of Alex Sklar with Raymond James. Please proceed with your question. Thank you. I want to follow up on the earlier question on the, on the revenue model. On the transaction base, is there any bands similar to your, to your existing model? And if you could help frame kind of with that increased TAM, what does the average kinda ACV uplift look like for an e-invoicing customer within, within your installed base? Yeah, from a pricing standpoint, they do not do the bands as we do. Our pricing really evolves around revenue bands, as we've talked about, and so they do not necessarily follow that. You know, they do not follow that similar thing. It's more on a transaction basis, whether they're bundled or whether they buy them independently. So that's how their model works. You know, we're still trying to sort out if there's a great rubric to sort of say, "This is exactly what the translation looks like from our customer," when you think about what the revenue could mean. But it's got a number of variables. The variables are where they're doing business, what their current solution is, if any, and then how many countries they're going to adopt at one time, and so, and again, the volume that they're gonna bring to the table. So there's a lot of different pieces that sort of add into that, and depending on where our customers are in their journey to consolidate e-invoicing and to get that all from an end-to-end solution covered, will depend on how quickly that's gonna get adopted and what the ACV is gonna look like. But I think, we think the opportunity, because as David said, with the expanding mandates that are out there and the times that they're coming on, it's gonna not only just give us additional volume, but we'll have additional countries that will magnify that. Okay, perfect. And then, David, just, in terms of any early adopters on the Vertex side that were already up and running, I know it just formally launched, but did you have anyone that was in beta? And I'm curious what the feedback was and how the technology worked within your existing platform. Yeah, so we had, we have a number of design partners we have been working with. We had not launched, intentionally because of this potential opportunity that we thought was coming to a head. So we actually haven't put anyone through the actual system, from that side. But having done the diligence and seen the other enterprise customers they were already working with, we have a lot of confidence, that it'll port very easily into the solution we're bringing to market. All right. Thank you both. Thank you. Our next question comes from the line of Brad Reback with Stifel. Please proceed with your question. Great. Thanks very much. David, the ARR growth rate kind of doubled year-over-year for Pagero. Anything specific that really drove that? Landing new enterprise customers and just general increase in volume. Again, typically what will happen, Brad, is that companies will start with, "Hey, here's four countries we're doing. We want to use your, your solution for," this is what Pagero was experiencing. And then once they prove it out, they're like: Hey, we've got three other countries we were using point solutions. Let's consolidate them all. So you get existing customers expanding invoice volume that they're using on the system, and they've been landing new enterprise accounts, and both of those things have driven the consistent growth rate that they're demonstrating. That's great. And then, John, any high-level thoughts on the level of 2024 margin dilution we should expect, or fully appreciate that you expect it to be accretive in 2026? But clearly, there are some short-term headwinds, so just helping to level set us all. Thanks. Yeah, appreciate the question, Brad. You know, we're not trying to give guidance out, and as David said earlier, we're somewhat limited in how we can sort of talk to the future. But I think as we put our models together, we certainly have contemplated some level of integration costs, et cetera. But I'm not, we're not, at this point, ready to declare exactly kind of what that will look like for 2024. I think we'll be in a better, certainly in a much better position to be able to give, you know, full guidance out with this when we come out with our earnings information regarding 2024, when we release our year-end earnings at the end of February. That's great. Thanks very much. Thank you. Thank you. That concludes our question-and-answer session. I'll turn the floor back to Mr. Crivelli for any final comments. Thanks, everybody, for joining us today. If you have follow-up questions or if you'd like to schedule additional time with the team, please send me an email at ir@vertexinc.com. Have a great day, and we will talk to you soon. Thank you. This concludes today's conference call. You may disconnect your lines at this time. Thank you for your participation.