Delaware Chancery Court ordered Verisk to proceed with the roughly $2.35 billion acquisition, despite its earlier termination.

AccuLynx argued the termination was invalid, while Verisk defended its position; the ruling ultimately kept the deal alive.

The ruling requires Verisk to move forward with the acquisition, but completion remains contingent on the U.S. Federal Trade Commission’s ongoing antitrust review and potential regulatory approvals.

Final completion of the deal is not guaranteed; it will hinge on the FTC review and any required regulatory clearances.

Completion is conditioned on the outcome of the FTC’s antitrust review and related regulatory approvals.

AccuLynx’s cloud-based software for roofing contractors represents a strategic asset Verisk intends to add to its insurance data and analytics business.

Acquiring AccuLynx would expand Verisk’s offerings in its insurance data and analytics portfolio.

Further details beyond the ruling were not provided in the reporting.

The ruling highlights legal risks for parties attempting to exit signed merger agreements amid extended antitrust scrutiny, especially when conduct contributes to a missed closing condition.

The decision underscores the risk of terminating a deal during lengthy antitrust reviews when the terminating party’s actions contributed to a missed closing.

This case illustrates the potential legal exposure for companies trying to exit merger agreements amid protracted investigations.

The court found Verisk’s termination invalid because its willful conduct caused the deal to fail to close, allowing AccuLynx to seek damages for direct costs with interest.