- SoftBank agreed to buy DigitalBridge for US$16.00 per share in cash (about US$4.0B enterprise value), with the special committee recommending the deal and closing targeted for H2 2026 subject to approvals.
- The offer implies about a 15% premium to the Dec. 26, 2025 close and roughly 50% above the prior 52-week average.
- Shareholder law firms are investigating whether the price and disclosures are adequate and whether deal protections like no-shop, matching rights, and breakup fees limit competing bids.
- Some analysts see higher standalone value (targets up to ~US$23) tied to DigitalBridge’s AI-infrastructure exposure and fee-earning AUM, keeping the valuation and payout contested.
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This acquisition is strategically significant for both parties: SoftBank gains access to DigitalBridge’s expansive digital infrastructure footprint—including data centers, fiber, towers, and edge-networks necessary to meet the growing demands of AI and ASI (Artificial Super Intelligence) deployment globally, while DigitalBridge secures a substantial capital backstop and stability during a time of capital markets volatility.
Despite the premium above prior trading levels, several contentious issues have emerged for shareholders and potential regulators. First, the offer price of US$16 per share, although generous relative to market pricing, is lower than various analysts’ models which forecast higher values based on expected revenue growth, AI infrastructure demand, and DigitalBridge’s fee-earning assets under management (~US$108 billion). This variance fuels arguments that the deal undervalues share owner upside.
Second, the deal’s deal protections and structural provisions appear to limit the possibility of competing bids and market process. Shareholder alerts point to no-shop and matching rights, along with potentially punitive breakup fees, which could lessen leverage in any rival offer. These elements are central to fiduciary duty arguments in pending investigations.
Third, from a regulatory perspective, closing involves multiple hurdles: regulatory clearances (antitrust, foreign investment, sectoral), client consents covering at least 85% of base-date revenue, and related closing conditions. Any delays or failures could allow shareholder actions to gain traction, possibly forcing renegotiation or deal abandonment.
Strategically, if this deal is finalized as drafted, it reaffirms SoftBank’s approach to vertically integrate and own more of the AI infrastructure stack externally, emphasizing ownership/control in data centers, fiber networks, and tower assets. For DigitalBridge, it shifts from public market discipline to private capital discipline—and potentially changes governance norms post takeover. Shareholders will want clarity on how ongoing asset valuations, carried interest, and funds’ performance will be accounted for under private ownership. Open questions persist: will any competing offer emerge? Will shareholders succeed in challenging the board legally for better terms? And, will regulatory risks (especially from US and foreign authorities) alter deal structure or timing?
Supporting Notes
- SoftBank’s announced acquisition price is US$16.00 per share in cash, valuing DigitalBridge at approximately US$4.0 billion; the deal is unanimously recommended by the Board’s independent special committee and expected to close in the second half of 2026, subject to regulatory approvals.
- The offer represents a 15% premium to the share price as of December 26, 2025, and around 50% above the unaffected 52-week average as of December 4, 2025.
- DigitalBridge manages around US$108 billion in assets under management as of September 30, 2025.
- Shareholder law firms (Johnson Fistel, Ademi & Fruchter, Monteverde & Associates) have opened investigations into whether the deal undervalues DigitalBridge and whether the board breached its fiduciary duties.
- Analyst targets: at least one Wall Street analyst is reportedly targeting US$23 per share—~44% higher than the deal price.
- The deal includes no-shop and matching rights provisions, and large break-up fees, which are viewed by some shareholders as limiting competitive bids.
- Regulatory and other approval requirements include regulatory clearances, shareholder approvals, and consents from clients accounting for at least 85% of base-date revenue.