Core Viewpoint - Engaged Capital is actively pushing for BlackLine's board to evaluate a recent acquisition offer from SAP SE, emphasizing the need for a strategic alternatives process to assess shareholder interests and potential value creation [2][5][6]. Group 1: Engaged Capital's Involvement - Engaged Capital, founded by Glenn Welling, holds a 2.02% stake in BlackLine and has a history of successful small-cap investments with an average return of 20.56% [1]. - The firm has initiated a proxy fight by nominating four director candidates for BlackLine's board at the 2026 Annual Meeting, including individuals with significant experience in technology and finance [2][7]. Group 2: BlackLine's Business Overview - BlackLine operates in the financial accounting solutions sector, primarily offering Software as a Service (SaaS) with high gross margins of 80% and a strategic partnership with SAP SE, which accounts for approximately 30% of its revenue [3]. - The company experienced rapid growth prior to the COVID-19 pandemic, with revenue compounding at over 20% annually, but has since faced a decline in growth rates and stock price, dropping to around $61 in December 2022 [3][4]. Group 3: Recent Developments and Strategic Context - SAP SE reportedly made an acquisition offer of $66 per share for BlackLine in June 2025, representing over a 30% premium to the 60-day trading average at that time, but BlackLine rejected the offer [4][5]. - Engaged Capital's push for a strategic review comes amid concerns about BlackLine's declining growth and the need for the board to act in the best interests of shareholders, particularly given the strategic relationship with SAP [5][6]. Group 4: Board Dynamics and Proxy Fight Considerations - The upcoming proxy fight will be influenced by the impending departure of board member Tom Unterman, creating a vacancy that Engaged Capital can leverage [8]. - Engaged Capital is likely to gain support from Clearlake Capital, which holds a 9.6% stake in BlackLine, and there are indications of shareholder discontent with the current management [8].