Delaware High Court Affirms Order for Verisk to Honor AccuLynx Merger Agreement

The Delaware Supreme Court has upheld a Chancery Court ruling ordering Verisk Analytics Inc. to keep working on a $2.35 billion acquisition of roofing software maker AccuLynx.

Verisk tried to pull out of the deal last December after the Federal Trade Commission (FTC) notified it that it had not completed its review of the transaction by the termination date of December 26. AccuLynx went to court to force Verisk to complete the deal.

Verisk had announced its plan to acquire AccuLynx in July 2025 and initially said it expected to close by the third quarter of 2025. AccuLynx and Verisk believed that the merger presented only minimal antitrust risk, as the companies did not compete horizontally or have a vertical supplier-customer relationship.

After last week’s Delaware Supreme Court ruling, Verisk said that it would comply with the ruling but cannot guarantee that the merger will be finalized.

Acculynx objected to Verisk’s exit from their agreement, claiming Verisk was responsible for the FTC delay that it then tried to use to walk away from their merger agreement.

In August, Chancery Court Judge Bonnie David agreed with AccuLynx. The judge found that Verisk’s termination was invalid because Verisk’s own “willful conduct caused the failure of a condition to closing.”

Verisk had answered no when the FTC first asked whether Verisk had ever terminated integration discussions with an AccuLynx competitor or rejected a request for an enhanced integration. The FTC had information that Verisk had in fact done so with a company called ServiceTitan. So the FTC asked again and as a result of having to issue a second request told Verisk it could not meet a December 26 deadline for review. Days later, Verisk purported to terminate the merger agreement on the extended termination date.

Acculynx asked the court to order Verisk to honor the merger agreement, including by using reasonable efforts to obtain clearance by the FTC and to close the merger if the FTC approves the transaction. AccuLynx also asked for damages in the amount of $3.85 million, plus prejudgment interest.

The Chancery Court ruled that AccuLynx was entitled to the order of specific performance against Verisk. The court also approved the damages for AccuLynx, finding that Verisk had waived its right to oppose the damages.

The court noted that the parties specifically agreed in the merger agreement that a party could not terminate if its own “willful conduct” was the “primary cause” of the failure to satisfy a condition. “It is not inequitable to hold the parties to their bargain,” the judge stated.

Verisk objected to the performance order requiring it to pursue the deal, arguing in part that such a remedy was not available where damages would provide adequate relief.

However, the Chancery Court noted that in addition to any other rights and remedies, the merger agreement made it clear that AccuLynx as seller had the right to enforce the obligations of the buyer “not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief.”

The judge directed the parties to submit a proposed form of final order to implement the ruling.

The Delaware Supreme Court did not elaborate beyond saying that the Chancery Court opinion should be affirmed on the basis of and for the reasons stated.

After the Delaware Supreme Court ruling, Verisk issued the following statement:

“We respect the Delaware Supreme Court’s order to affirm the judgment of the Delaware Chancery Court. We will proceed in accordance with the Court’s order. The transaction remains subject to the satisfaction of customary closing conditions and FTC review, and there is no guarantee that the transaction will be completed. We remain focused on serving as a strategic data and technology partner to the global insurance industry and continuing to deliver long-term value for our shareholders.”

Verisk is a Delaware corporation that provides software and data analytics products to participants in the insurance industry. Verisk’s claims estimation tools and software, called Xactware, include Xactimate, which is used by insurance adjusters and contractors to estimate property damage after events like fires or storms, and XactAnalysis, which is used for claims analytics, performance benchmarking, and claims workflow management.

Wisconsin-based ExactLogix, Inc., d/b/a AccuLynx.com, operates a cloud-based roofing business management platform that assists roofing contractors in making sales and overseeing customer relationship management.

Topics Mergers & Acquisitions