Company Appears to Manipulate Data and
Overstate Avalara's Challenges to Justify Its Disappointing
Sale
Company's Own Presentation Reinforces Altair's
Belief that the Board Chose the Wrong Time to Sell, Conducted a
Flawed Sale Process and Agreed to an Inadequate Price
SANTA
ROSA, Calif., Sept. 28,
2022 /PRNewswire/ -- Altair US, LLC ("Altair" or
"we"), a pre-IPO angel investor in Avalara, Inc. (NYSE: AVLR) (the
"Company" or "Avalara") and one of the Company's largest
shareholders, today released a presentation in response to
Avalara's recent, disingenuous claims about its proposed sale to
Vista Equity Partners ("Vista"). The transaction is subject to a
vote of shareholders at the Company's Special Meeting of
Shareholders scheduled to be held on October
14, 2022. We will vote against the transaction.
Avalara's board chose the wrong time to
sell, conducted a flawed sale process and agreed to an inadequate
price
The presentation is available at:
https://tinyurl.com/5fyapkdx
As outlined in the presentation, Altair believes that:
- The Company is intentionally taking a pessimistic tone,
in stark contrast to the optimism of its Analyst Day presentation
just three months ago. We believe there is no urgent need to sell
the Company. Avalara has ample cash and a bright future; its near-
and long-term prospects are not meaningfully different than they
were three months ago when the Company reiterated its belief that
Avalara can become part of every transaction in the world.
- Avalara appears to be manipulating the data, including
by using new and inapposite peer groups and using varying dates and
prices without explanation, to manufacture an argument that the
Company is being sold at a "premium" valuation. We believe Vista's
offer price – which is well below sell-side analyst price targets
prior to the deal and below Avalara's historical valuation multiple
– fails to sufficiently compensate Avalara shareholders for
relinquishing their claim on Avalara's future earnings.
- The Company's presentation fails to address some of the most
troubling aspects of the deal. The Company has not
responded to concerns about the lucrative and long standing
relationship between Vista and Avalara's financial advisor, Goldman
Sachs, which has received $80 million
from Vista and Vista affiliates over the last two years; the
Board's failure to obtain a fairness opinion from an independent
financial adviser (i.e. one that did not stand to receive over
$70 million contingent upon closing
of the deal); and connections between Vista and members of the
Board who supported this deal. Nor has Avalara provided
rationale for the Board's decision to re-engage with Vista at a
price lower than Vista's initial indication of interest, even after
the Board had terminated the sale process, nor for the Board's
decision to sell the Company during a time of macroeconomic
uncertainty and capital markets volatility, which we believe had a
significant negative impact on the level of interest from potential
acquirers and their ability to finance a transaction and pay a fair
price.
Avalara's presentation is, in our view, disheartening evidence
that the Company's Board was not interested in helping Avalara
reach its full potential and is instead seeking a sale of the
Company as a means to avoid the hard work of dealing with transient
headwinds.
Altair encourages shareholders to read its presentation along
with its proxy materials, which are forthcoming.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
In
connection with the proposed acquisition of Avalara, Inc. (the
"Company") ( NYSE: AVLR) by affiliates of Vista Equity Partners
Management, LLC (the "Merger"), the Company entered into an
Agreement and Plan of Merger, dated as of August 8, 2022, with Lava Intermediate, Inc., a
Delaware corporation ("Parent"),
and Lava Merger Sub, Inc., a Washington corporation and wholly owned
subsidiary of Parent (the "Merger Agreement"). The Participants (as
defined below) intend to file a definitive proxy statement and
accompanying proxy card with the SEC to be used to solicit proxies
for votes (the "Proxy Solicitation") opposing the adoption of the
Merger Agreement at the special meeting of shareholders (the
"Special Meeting") and regarding other proposals that may come
before the Special Meeting. The Participants in the Proxy
Solicitation are anticipated to be Altair US, LLC, a Delaware limited liability company ("Altair
US"), and Richard Bailey
(collectively, the "Participants"), the Manager of Altair US. As of
the date hereof, each of the Participants may be deemed to
beneficially own, in the aggregate, 850,892 shares of common stock
of the Company.
THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S
WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN
THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO SROWLAND@SHAREHOLDERSDESERVEBETTER.COM.
Disclaimer
This press release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities described herein in any state to any person. In
addition, the discussions and opinions in this press release and
the material contained herein are for general information only and
are not intended to provide investment advice. All statements
contained in this press release that are not clearly historical in
nature or that necessarily depend on future events are
"forward-looking statements," which are not guarantees of future
performance or results, and the words "anticipate," "believe,"
"expect," "potential," "could," "opportunity," "estimate," and
similar expressions are generally intended to identify
forward-looking statements. The projected results and statements
contained in this press release and the material contained herein
that are not historical facts are based on current expectations,
speak only as of the date of this press release and involve risks
that may cause the actual results to be materially different.
Altair US, LLC disclaims any obligation to update the information
herein and reserves the right to change any of its opinions
expressed herein at any time as it deems appropriate.
ALTAIR US, LLC HAS NEITHER SOUGHT NOR OBTAINED THE CONSENT FROM
ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED
HEREIN THAT HAVE BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR
PUBLISHED BY SUCH THIRD PARTIES. EXCEPT AS OTHERWISE EXPRESSLY
STATED HEREIN, ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE
VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTIES FOR THE
VIEWS EXPRESSED HEREIN.
About Altair US, LLC
Altair is a family office.
Investor Contact
MacKenzie Partners, Inc.
Bob Marese
(212) 929-5500
Media Contact
Stanley
Rowland
Phone: (925) 708-5611
srowland@ShareholdersDeserveBetter.com
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SOURCE Altair US, LLC
