Bending Spoons’ $1.355B Acquisition of Miro, Explained

Bending Spoons’ planned acquisition of Miro is a large test of the new SaaS M&A market: a scaled collaboration platform with approximately $600 million in annual recurring revenue is being valued at a fraction of its pandemic-era private valuation. The transaction is strategically coherent alongside Airtable, but it also puts Miro’s product investment, customer continuity, and operating model under close scrutiny.

The transaction at a glance

Bending Spoons S.p.A. (Nasdaq: BSP) has signed a definitive agreement to acquire Miro in an all-cash transaction. The announced enterprise value is $1.355 billion. Including Miro’s net cash, the transaction implies approximately $1.79 billion of equity value—the amount attributable to shareholders. 22

Certain Miro shareholders have agreed to reinvest $295 million of their sale proceeds into newly issued Bending Spoons equity. That reinvestment gives participating holders exposure to the acquirer after closing, but it does not change the transaction’s all-cash acquisition structure. 22

Both boards approved the deal unanimously. Closing is expected in the fourth quarter of 2026, subject to regulatory approvals and other customary closing conditions. Until then, Miro says it will continue operating as normal. 2230

Why the valuation matters: about 2.3× ARR

Miro reports approximately $600 million in ARR, with nearly 90% coming from business and enterprise customers. On that basis, the $1.355 billion enterprise value works out to roughly 2.26× ARR, commonly rounded to 2.3× ARR. 27

Enterprise value is the more relevant figure for this comparison because it values the operating business before accounting for cash and financing structure. Using the $1.79 billion implied equity value instead would produce a higher figure of about 3.0× ARR, but it would not be an equivalent operating-value multiple.

The contrast with Miro’s prior financing is stark. In January 2022, Miro raised $400 million in a Series C that put its post-money valuation at $17.5 billion; total funding reached $476 million. The round included ICONIQ Growth, Accel, Atlassian, Dragoneer, GIC, Salesforce Ventures, and TCV. 6

Comparing equity values, $1.79 billion is about 90% below $17.5 billion. That is a useful illustration of the reset, though it is important not to compare Miro’s current enterprise value directly with a previous equity valuation as if they were identical measures.

What Bending Spoons is buying

Miro is no longer simply a digital whiteboard with a large free-user base. It is a scaled collaboration business with nearly 4 million paying users and about $600 million in ARR, heavily weighted toward business and enterprise customers. 2734

The company’s earlier growth story was central to its 2022 valuation: Miro said it had reached 30 million users when it announced the Series C. 6 The current deal announcement points to a much larger installed base, but the buyer’s valuation is anchored to the economics and durability of the revenue base—not to a peak private-market reference price.

That distinction is crucial. A large user base can support distribution and conversion, but an acquirer underwriting a mature SaaS asset will focus more on enterprise retention, margins, growth, product relevance, and the cost to serve customers.

Why Airtable makes the strategy more credible

Days before announcing the Miro agreement, Bending Spoons completed its acquisition of Airtable, an all-cash purchase of the workflow and data-management platform used by more than 500,000 organizations. 21

The products serve adjacent parts of team work:

• Airtable is used to organize operational data and manage workflows.
• Miro is used for visual planning, ideation, design, and cross-functional collaboration.

That does not make them direct substitutes. It does, however, create a plausible portfolio rationale: shared enterprise relationships, adjacent use cases, and potential common investment in infrastructure and AI-enabled work experiences. These are potential strategic benefits, not announced product integrations.

Bending Spoons has said it intends to invest in Miro’s performance, reliability, and critical collaboration features. 27 The central strategic bet is therefore not a return to Miro’s 2022 valuation multiple. It is that an enterprise-weighted recurring-revenue platform can become more valuable inside a larger owner with a growing software portfolio.

The key risk: execution after closing

The terms do not announce Miro layoffs, changes to pricing, or changes to the free plan. Those should not be presented as settled facts before closing. 38

Still, Bending Spoons’ operating history makes the issue material. Following its acquisition of WeTransfer, Bending Spoons said it would cut 75% of WeTransfer’s staff. 40 That precedent does not establish that Miro will experience a similar reduction, nor does it support a specific projected layoff percentage at Miro. It does show why employees, customers, and Miro’s enterprise buyers will watch the integration closely.

Cost discipline can improve cash generation when a business has resilient recurring revenue. But severe restructuring may also create risks in areas that matter especially to enterprise collaboration software: product development, reliability, customer support, security, and customer trust. The success of this deal will depend on whether Bending Spoons can improve operating leverage while preserving the capabilities that support Miro’s enterprise revenue base.

What the deal signals for SaaS valuations

Miro’s sale is a vivid example of the gap between 2021–22 private-market pricing and today’s strategic-buyer underwriting. In 2022, investors valued Miro at $17.5 billion amid extraordinary demand for remote-work and collaboration software. The proposed transaction values the business at roughly 2.3× reported ARR on an enterprise-value basis. 62227

That markdown should not automatically be read as evidence that Miro failed operationally. The reported ARR, paying-user count, and enterprise mix indicate a substantial business. Rather, it highlights a market in which buyers are placing greater weight on durable growth, retention, margins, cash generation, competitive position, and the cost of maintaining product leadership.

The same tension may affect other productivity and collaboration companies that last raised at boom-era prices. A prior financing valuation is not a floor for an eventual sale price. It is an historical investor reference point that may be difficult to reconcile with a buyer’s current view of operating performance and risk.

Should SaaS companies sell at roughly 2.5× ARR?

There is no universal answer. A multiple alone cannot tell a board whether to sell, because ARR quality varies widely between companies.

A company considering an offer should assess:

• Growth and retention: Is revenue still expanding, and are customers renewing and increasing spend?
• Margins and cash generation: Can the business reach sustainable free cash flow without damaging product quality?
• Competitive advantage: Are switching costs, customer relationships, or product differentiation durable?
• Runway and dilution: Does the company have time to execute independently, or will future financing be difficult and dilutive?
• Buyer alternatives: Is there realistic strategic competition, or is the current bidder the only credible acquirer?
• AI economics: Is AI creating measurable customer value and revenue expansion, or primarily adding infrastructure and development expense?

For a profitable company with strong growth, durable enterprise retention, and multiple potential buyers, 2.5× ARR could be too low. For a slower-growing company facing a constrained fundraising market or a weak path to cash generation, a credible offer may be preferable to waiting for a multiple recovery that never arrives.

Miro’s transaction does not set a universal price for SaaS. It does establish a more demanding benchmark: scale and a famous 2021-era valuation do not, by themselves, guarantee a premium exit. In the current market, buyers are paying for revenue durability and an executable operating plan.