Filing Flows › Certara (CERT) › Takeover & LBO
Is Certara (CERT) a takeover target?
A leveraged buyout at today's price plus 30% ($12.18 a share) would return about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $6.80 a share (−27% against today's $9.37). Historically 3.2% of companies with its figures were bought within a year (0.64× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $12.18 | today's $9.37 plus 30% |
| × shares | 154.4 million | |
| = Equity value | $1.9B | |
| + Debt refinanced | $292M | |
| − Cash | $184M | |
| = Enterprise value | $2.0B | 25.2× EBITDA of $78.8M |
| Fees | $39.8M | 2% of the price |
| New debt | $434M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $1.6B | 79% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $451M | $84.3M | $33.2M | $45.5M | $388M |
| Year 2 | $477M | $89.2M | $29.7M | $54.1M | $334M |
| Year 3 | $501M | $93.7M | $25.5M | $62.8M | $271M |
| Year 4 | $521M | $97.4M | $20.7M | $71.6M | $200M |
| Year 5 | $537M | $100M | $15.3M | $80.3M | $119M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 19.7× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $2.0B | |
| − Debt left | $119M | |
| = Buyer's equity | $1.9B | |
| Money multiple | 1.17× | on $1.6B put in |
| Buyer's yearly return (IRR) | 3.1% |
Price against return
What the buyer makes at other premiums over today's $9.37; the IRR reaches 20% at $6.80 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $10.31 | 7.4% |
| 20% | $11.24 | 5.1% |
| 30% | $12.18 | 3.1% |
| 40% | $13.12 | 1.3% |
| 50% | $14.05 | −0.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $422M | |
| EBITDA, last 12 months | $78.8M | 18.7% of revenue |
| Depreciation and amortization | $76.2M | |
| Capital spending | $2.5M | |
| Debt | $292M | |
| Cash | $184M | |
| Share price | $9.37 | on Oct 16, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 6.9% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 21% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers in its sector paid a median premium of 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Certara would cost about $12.18 a share, $1.9B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $10.49 | $1.6B |
| Median | 30% | $12.18 | $1.9B |
| High end (a quarter paid more) | 31% | $12.27 | $1.9B |
The odds, from history
Historically 3.2% of companies with its figures were bought within a year (0.64× the average). Its figures put it in decile 2 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Certara's latest quarter
Certara, Q3 2026: revenue $94.9M (+4% year over year), operating margin 2.4%, net earnings $5.6M, operating cash flow $30.7M. The chart follows the revenue to costs, profit and cash.
Questions
Is Certara being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Certara?
A leveraged buyout at today's price plus 30% ($12.18 a share) would return about 3% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $6.80 a share (−27% against today's $9.37).
What would a takeover of Certara cost?
Takeovers in its sector paid a median premium of 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Certara would cost about $12.18 a share, $1.9B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.