Item 8.01 Other Events.
The
information included in Item 5.07 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01.
Important information for investors and stockholders
This communication is being made in respect
of the Merger involving the Company and Parent, an affiliate of Thoma Bravo, L.P. In connection with the Merger, the Company filed a definitive
proxy statement on September 9, 2021 with the SEC and intends to file any additional relevant materials with the SEC. Promptly after filing
its definitive proxy statement with the SEC, the Company mailed the definitive proxy statement and a proxy card to each stockholder of
the Company entitled to vote at the special meeting relating to the Merger. This communication is not a substitute for the proxy statement
or any other document that the Company may file with the SEC or send to its stockholders in connection with the Merger. The materials
filed and to be filed by the Company will be made available to the Company’s investors and stockholders at no expense to them and
copies may be obtained free of charge on the Company’s website at www.qad.com. In addition, all of those materials will be
available at no charge on the SEC’s website at www.sec.gov. Investors and stockholders of the Company are urged to read the
proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect
to the Merger because they contain important information about the Company and the Merger.
The Company and its directors, executive officers,
other members of its management and employees may be deemed to be participants in the solicitation of proxies of the Company stockholders
in connection with the Merger under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations
and interests of the Company’s executive officers and directors in the solicitation by reading the Company’s definitive proxy
statement and other relevant materials that will be filed with the SEC in connection with the Merger when they become available. Information
concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of
the Company’s stockholders generally, is set forth in the definitive proxy statement relating to the Merger.
Forward-looking statements
All statements and assumptions in this communication
that do not directly and exclusively relate to historical facts could be deemed “forward-looking statements.” Forward-looking
statements are often identified by the use of words such as “anticipates,” “believes,” “estimates,”
“expects,” “may,” “could,” “should,” “forecast,” “goal,” “intends,”
“objective,” “plans,” “projects,” “strategy,” “target” and “will”
and similar words and terms or variations of such. These statements represent current intentions, expectations, beliefs or projections,
and no assurance can be given that the results described in such statements will be achieved. Forward-looking statements include, among
other things, statements about the potential benefits of the Merger; the prospective performance and outlook of the Company’s business,
performance and opportunities; the ability of the parties to complete the Merger and the expected timing of completion of the Merger;
as well as any assumptions underlying any of the foregoing. Such statements are subject to numerous assumptions, risks, uncertainties
and other factors that could cause actual results to differ materially from those described in such statements, many of which are outside
of the Company’s control. Important factors that could cause actual results to differ materially from those described in forward-looking
statements include, but are not limited to, (i) the ability to obtain the requisite approval from stockholders of the Company, (ii) uncertainties
as to the timing of the Merger; (iii) the risk that the Merger may not be completed in a timely manner or at all; (iv) the possibility
that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions
to the consummation of the Merger may not be satisfied or waived; (vi) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, including in circumstances that would require the Company to pay a Company
Termination Fee or other expenses; (vii) the effect of the pendency of the Merger on the Company’s ability to retain and hire key
personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally
or its stock price; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations;
(ix) various risks related to health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, which may have material
adverse effects on the Company’s business, financial position, results of operations and/or cash flows; (x) adverse economic, market
or geo-political conditions that may disrupt the Company’s business and cloud service offerings, including defects and disruptions
in the Company’s services, ability to properly manage cloud service offerings, reliance on third party hosting and other service
providers, and exposure to liability and loss from security breaches; (xi) uncertainties as to demand for the Company’s products,
including cloud service, licenses, services and maintenance; (xii) the possibility of pressure to make concessions on pricing and changes
in the Company’s pricing models; (xiii) risks related to the protection of the Company’s intellectual property; (xiv) changes
in the Company’s dependence on third party suppliers and other third party relationships, including sales, services and marketing
channels; (xv) changes in the Company’s revenue, earnings, operating expenses and margins; (xvi) the reliability of the Company’s
financial forecasts and estimates of the costs and benefits of transactions; (xvii) the Company’s ability to leverage changes in
technology; (xviii) risks related to defects in the Company’s software products and services; (xix) changes in third party opinions
about the Company; (xx) changes in competition in the Company’s industry; (xxi) delays in sales; (xxii) timely and effective integration
of newly acquired businesses; (xxiii) changes in economic conditions in the Company’s vertical markets and worldwide; (xxiv) fluctuations
in exchange rates; and (xxv) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended January 31, 2021, as may be updated or supplemented by any subsequent Quarterly Reports
on Form 10-Q or other filings with the SEC. Readers are cautioned not to place undue reliance on such statements which speak only as of
the date they are made. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement
or to report any events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events except
as required by law.
