Shares of Nasdaq extended losses to trade down 8.4% at $53 before the bell.
The purchase, consisting of $5.75 billion in cash and 85.6 million shares of Nasdaq common stock, is expected to help growth at the stock exchange operator, which is trying to diversify under Chief Executive Officer Adena Friedman.
"With Adenza, we will have a more complete suite of essential software and technology solutions that make managing risks and complying with regulations simpler and more efficient for our clients," Tal Cohen, president of Market Platforms at Nasdaq said in a statement.
Nasdaq has diversified more into businesses less affected by market fluctuations, such as anti-financial crime software and ESG services under Friedman, with recurring revenue from non-market units making up roughly three-quarters of the total.
The deal for Adenza comes after a year of capital markets volatility, which took the steam out listings in the U.S., stemming lucrative listing fees for its exchanges after a record 2021.
Nasdaq said buying Adenza is expected to increase the medium-term organic revenue growth outlook for its Solutions Businesses, which designs and develops financial software for investors, from 7%-10% to 8%-11%.
It intends to issue about 14.5% of its outstanding shares to the owners of Adenza, which is controlled by Thoma Bravo.
Adenza, which makes software used by banks and brokerages, is expected to hit about $590 million in annual 2023 revenue, Nasdaq added.
The exchange operator also said it has received fully committed bridge financing for the cash part of the transaction, and plans to issue about $5.9 billion of debt between the signing and the closing of the deal, expected within six to nine months.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are financial advisors to Nasdaq, while Qatalyst Partners LP is lead financial advisor to Thoma Bravo and Adenza on the deal.
