Delaware judge orders Verisk to complete $2.35 billion AccuLynx deal

A Delaware Chancery Court judge ordered Verisk Analytics to consummate its $2.35 billion merger with roofing software maker AccuLynx, rejecting the data firm's attempt to walk away over antitrust clearance delays.

Judge Bonnie David ordered specific performance Friday, ruling that Verisk's "willful conduct" caused the failure of a closing condition in its $2.35 billion merger with roofing business management platform AccuLynx.com.

"It was Verisk's willful conduct that caused the failure of a condition to closing," David wrote in the Delaware Chancery Court ruling. The judge also ruled that AccuLynx is entitled to damages for direct costs plus interest.

The merger remains subject to Hart-Scott-Rodino Act clearance and Federal Trade Commission approval. Verisk, a Jersey City, N.J.-based claims estimation software firm, terminated the deal in late December after the FTC said it had not completed its review by the December 26 termination date. AccuLynx notified Verisk that it believed the termination was invalid, and Verisk sued in January seeking a judgment to validate its position.

The ruling forces Verisk to complete a $2.35 billion acquisition it had sought to abandon, potentially pressuring its balance sheet and cash reserves. The decision also establishes a Delaware precedent that companies cannot use regulatory delays they helped create as grounds to walk away from signed merger agreements.

Verisk unveiled its plan to acquire AccuLynx in July 2025, with the deal initially expected to close by the third quarter of that year. The FTC sought additional details from both companies in October, extending the regulatory review and delaying the closing. When the December 26 termination date arrived without FTC clearance, Verisk declared the deal dead.

AccuLynx pushed back, arguing that Verisk had not cooperated fully with the regulatory process and was using the FTC review as cover to exit a transaction it no longer wanted. Verisk said it "strongly disagreed" with that assertion and planned to "vigorously" defend its position in court.

The court's specific performance order is a significant outcome for AccuLynx, which had argued that Verisk was using the FTC review as a pretext to exit a deal it no longer wanted. Delaware Chancery Court has historically been reluctant to force parties to complete mergers, making this ruling notable for M&A practitioners.

H2: A precedent for regulatory-delay terminations

The decision establishes that Delaware courts will scrutinize whether a party's own actions — including how it cooperated with regulators — contributed to the failure of closing conditions. Companies seeking to terminate deals on regulatory grounds may now face greater legal risk if they cannot demonstrate they made good-faith efforts to secure approval.

For Verisk, the forced completion of the $2.35 billion transaction will require significant capital deployment. The company's ability to fund the acquisition and integrate AccuLynx's roofing software platform will be closely watched by investors.

The merger remains contingent on FTC approval, and the timeline for completion is not yet clear. Both companies will need to cooperate with the regulatory process to bring the transaction to a close. The payment structure of the deal has not yet been disclosed, and the premium Verisk agreed to pay over AccuLynx's undisturbed valuation was not specified in court filings.

This article is for informational purposes only and does not constitute investment advice.