Shares of Definitive Healthcare Corp. (NASDAQ:DH) rose 13% on Wednesday after Advent International presented a non-binding proposal to buy the company for $1.02 per share in cash. The cash offer represents a significant premium to recent trading levels and applies to the firm's outstanding Class A common stock and Definitive OpCo Units that Advent and stockholder Jason Krantz do not already own.
The purchase price equals a 36% premium to Definitive Healthcare's 60-day volume-weighted average daily trading price of $0.75 per share as of the market close on August 31, 2026. Advent's submission came in a letter dated September 1, 2026, which outlined key conditions and the firm's expectations for how the transaction would be structured.
Central to Advent's proposal is the premise that Jason Krantz, the company's Executive Chairman and founder, would roll over his Class A common stock and Definitive OpCo Units into equity of the surviving company. The letter explicitly states the proposal is not subject to any financing condition, indicating Advent is not tying the offer to external funding contingencies.
Advent also made clear it will not press forward without approval from Definitive Healthcare's Special Committee. That committee, composed of disinterested and independent directors, holds authority to negotiate or reject the potential transaction. The Special Committee is expected to retain independent legal and financial advisors to assist in its review and deliberations.
In a separate corporate governance update, Definitive Healthcare's board named Clay Ritchey as the company's next Chief Executive Officer and added him as a director effective September 8, 2026. Ritchey succeeds Kevin Coop, who left his roles as CEO and board member on August 31, 2026. The company noted Coop had served as CEO since June 2024.
Advent described itself as a longtime stockholder with deep familiarity with Definitive Healthcare's operations and stated it is prepared to negotiate and execute definitive transaction documentation expeditiously. Beyond that commitment, the proposal leaves final determination to the Special Committee and the process required for any potential deal approval.
Market reaction and next steps
The market responded immediately to Advent's disclosure, lifting the stock by 13% on the day of the announcement. Moving forward, the Special Committee's evaluation, their choice of advisors, and any ensuing negotiations will determine whether the proposal develops into a legally binding agreement. Advent's statement that it will not proceed without the committee's approval underscores the role of independent directors in weighing the merits of the offer.