SAP, working with JPMorgan Chase & Co., submitted a non-public offer of $66 per share on June 18, representing a 31% premium over BlackLine’s 60-day average stock price of $50.50 at the time. Despite the generous premium, BlackLine declined the proposal, signaling disinterest in a sale, the source said.
In the offer letter, SAP emphasized that it would not require external financing to complete the acquisition.
Clearlake Capital, which holds nearly 9% of BlackLine’s shares, alongside top institutional investors Vanguard Group and BlackRock, would play key roles in any potential deal.
SAP has yet to decide whether to reopen negotiations, and no new formal offer has been made. Representatives for SAP, JPMorgan, and Clearlake declined to comment, while BlackLine and its adviser Morgan Stanley did not immediately respond to requests for comment.
Founded and headquartered in Los Angeles, BlackLine develops cloud-based accounting automation software that helps companies streamline complex financial processes, replacing traditional spreadsheet systems to improve accuracy and efficiency.
The company has a long-standing partnership with SAP — which resells BlackLine’s products to enterprise clients — a collaboration that accounts for nearly 30% of BlackLine’s annual revenue, according to company disclosures.
In the original offer letter addressed to BlackLine co-CEOs Theresa Tucker and Owen Ryan, SAP’s Chief Financial Officer Dominik Asam and Chief Corporate Development and Investment Officer Georg Kniese described the acquisition as a “logical extension” of their existing relationship.
The timing of the bid coincided with founder Theresa Tucker’s transition out of the CEO role earlier this year, as Owen Ryan assumed leadership of the company.
If revived and successful, the acquisition would significantly strengthen SAP’s cloud-based financial software portfolio, positioning it more competitively against Oracle and Workday.
Analysts say integrating BlackLine’s financial automation tools could also help SAP accelerate adoption of its HANA cloud platform, which has faced challenges migrating enterprise data at scale.
For SAP, absorbing a trusted partner like BlackLine could mark a strategic leap toward consolidating its dominance in the enterprise finance software market — provided both sides can agree on the value of the deal.