Contends $16.50 per Share Drastically Undervalues the Company, Which is Confirmed by the Company's Own Financial Projections
Highlights the Board's Conspicuous Unresponsiveness to Valid Questions About the Flawed Transaction Process
Believes Stockholders Are Better Off Rejecting the Proposed Transaction than Selling Their Shares at a Significant Discount to Fair Value
Murchinson Ltd. (collectively with the funds it advises and/or sub-advises, "Murchinson" or "we"), a holder of the Class A common stock of TaskUs, Inc. (NASDAQ:TASK) ("TaskUs" or the "Company"), today issued an open letter to fellow stockholders in response to the Company's August 22 investor presentation (the "Presentation") regarding its proposed "going-private" transaction (the "Transaction") with a consortium of Blackstone Inc., the Company's controlling stockholder, TaskUs Co-Founder and CEO Bryce Maddock and TaskUs Co-Founder and President Jaspar Weir (collectively, the "Buyer Group").
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August 26, 2025
Fellow Stockholders,
We are writing to you in regard to the upcoming opportunity to demand fair value for our shares by rejecting the Transaction at the special meeting of stockholders (the "Special Meeting") scheduled for September 10, 2025.
Murchinson conducted extensive research into TaskUs, its growth trajectory, and its future earnings potential. We carefully examined and considered the Company's information in the Presentation. Following that research and review, we are more certain than ever that the $16.50 transaction price accepted by the Company's Board of Directors (the "Board") drastically undervalues the Company, especially in light of its strong financial results for the first half of the year. Our previous letter to stockholders detailed our analysis and raised several valid questions pertaining to the Transaction and the flawed process that led to it.
On August 22, the Company released a self-contradicting Presentation, in a blatant attempt to scare stockholders into supporting the Transaction. For example, the Board has the temerity to assert that, absent the Transaction, shares would be trading approximately 20% below the pre-announcement price.1 Yet, the same Presentation reports that peers have traded off only about 10% since the Transaction was announced. At no point does the Company attempt to justify this discrepancy. We believe the overstatement of potential risk confirms that stockholders cannot trust this Board to communicate with transparency. Given the inherent conflict of interests in the proposed Transaction, we believe stockholders are better off voting against it and preserving the potential for a fair deal at a later time.
The Board appears to believe that it can convince stockholders to support a terrible deal by fear mongering and continuing to pretend that it delivered a good outcome. Stockholders deserve answers to the following questions, and should vote against the Transaction if they do not have clarity:
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Why did the Company repurchase shares in 2024 when the Buyers first expressed interest in taking TaskUs private? Similarly, in 2025, why did the Company restart share repurchases in April and May, while negotiating a sale to the Buyer Group?
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Given that this is a familiar tactic employed by controlling stockholders to lower their takeover cost at minority stockholders' expense, why shouldn't stockholders believe that the buybacks were an attempt to minimize the number of shares not owned by the Buyer Group, without regard for the interests of unaffiliated stockholders?
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Why did the Board agree to announce the Transaction hastily, before the market could absorb the Company's positive first quarter financial results?
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How should stockholders interpret the Board's failure to use these positive results to extract more than just a $0.50 increase in the deal price?
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Similarly, how should stockholders interpret the Board's failure to use the Buyers' eagerness for a quick negotiation to materially improve the Transaction's value?
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What steps did the Board take to address the inherent conflict of interest in relying on financial forecasts from TaskUs management, which includes members of the Buyer Group (Messrs. Maddock and Weir) who are motivated to understate TaskUs' value? For example, the 2025E Adjusted EBITDA used in their "AI Impact" financial forecasts is $228 million, a figure well below both the midpoint of the Company's guidance from its Q4-2024 press release ($233 million)2 and the annualized Adjusted EBITDA based on H1-2025 results ($248 million), which materially exceeded expectations.
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Why should stockholders believe that the steps taken by the Board to ensure accurate forecasts were sufficient, given the gap between the $16.503 per share offer price and the $19.084 per share indicative value of these low-balled financial forecasts?
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None of the companies TaskUs has identified as peers are publicly traded businesses exclusively focused on outsourced digital and customer experience services for technology clients. Accordingly, why should stockholders accept valuation multiples derived from companies with fundamentally different business models, meaningfully slower revenue growth, and significantly weaker profitability profiles as a reasonable basis to justify the Transaction price?
Rather than defend the legitimacy of the Board's process, the Presentation attempts to distort reality by claiming the Board put forth heroic efforts to secure the best outcome possible for TaskUs stockholders. In the Presentation, the Company boasts that the Board convinced the Buyer Group to increase its bid from $16.00 to $16.50. The reality is that this is a meager 3% increase, or approximately $8.2 million – a drop in the bucket for a buyer with more than $1 trillion in AUM.5 Further, the Company's own financial projections from the Presentation support that the current offer price represents a significant discount to fair value. Applying the Company's 2024 valuation of 8.0x Adjusted EBITDA (a year where the Company had materially less growth than it does now) against the financial forecast's denigrating estimate of $228 million in FY25 EBITDA, the Company's implied value is at least $19.08 per share – 13% higher than the current offer price. When the Company is valued at 8.0x the annualized EBITDA implied by H1-2025 results, the implied value is $20.86 per share – 24% higher than the current offer price.
The bottom line is that TaskUs' status as a controlled company does not mean that the Board must accept such a modest premium to the pre-announcement share price. This Board has an obligation to stockholders to maximize value, and that includes using its business judgment to reject an underpriced offer and preserve future optionality.
We believe stockholders would be better off rejecting this Transaction and preserving the option to get at least $19.00 per share, rather than accepting the discounted offer price of $16.50 per share and giving up any shot at receiving fair value. That is why we still intend to vote AGAINST this Transaction at the Special Meeting. We expect the Company to fulfill its obligation to all stockholders to pursue a deal that would result in fair value for the Company's shares.
Sincerely,
Murchinson Ltd.
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About Murchinson
Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset management firm that serves institutional investors, family offices and qualified clients. The firm has extensive experience capturing the best returning opportunities across global markets. Murchinson's multi-strategy approach allows it to execute investments at all points in the market cycle with fluid allocation between strategies. Our team targets corporate action, distressed investing, private equity and structured finance situations, leveraging its broad market experience with a variety of specialized products and sophisticated hedging techniques to deliver alpha within a risk-averse mandate. Learn more at www.murchinsonltd.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Murchinson and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Murchinson undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.
Disclaimer
The information contained or referenced herein is for information purposes only in order to provide the views of Murchinson and the matters which Murchinson believes to be of concern to stockholders described herein. The information is not tailored to specific investment objectives, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Murchinson, whose opinions may change at any time and which are based on analyses of Murchinson and its advisors. In addition, the information contained herein is being publicly disclosed without prejudice and shall not be construed to prejudice any of Murchinson's rights, demands, grounds and/or remedies under any contract and/or law.
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1 TASK shares closed at $14.38 on May 8, 2025; the Presentation bleats that the reaction to continued pressure from AI uncertainty implies a standalone price of $11.59 per share.
2 TaskUs stated it expected "total revenue for the full year 2025 to range between $1.095 and $1.125 billion, with an Adjusted EBITDA margin of approximately 21%," implying expected Adjusted EBITDA between $230 and $236 million.
3 Figures on slide 6 of TaskUs' Presentation indicate that the proposed acquisition values TaskUs at 7x TEV/NTM Adj. EBITDA, assuming the "AI Impact" has fully permeated the Company and materially undermined its growth prospects.
4 The Company averaged an EV/EBITDA of 8.0x in FY2024, a year of 7.6% revenue growth. A $228 million Adjusted EBITDA figure, which relies on the Buyer's Group's assumption of shrinking growth prospects due to AI, equates to $19.08 per share when valued at the historical 8.0x multiple. Given TaskUs' outperformance of nearly every financial metric in Q1 and Q2-2025, that assumption appears unjustified and the Company's intrinsic value is likely much higher.
5 https://www.blackstone.com/the-firm/
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For Media:
Longacre Square Partners
Ashley Areopagita
murchinson@longacresquare.com
