Litigation Related to the Merger
On
May 2, 2022, Anaplan, Inc. (Anaplan or the Company) filed a Proxy Statement on Schedule 14A (the Proxy Statement) with the Securities and Exchange Commission (SEC) in
connection with the Merger Agreement and Plan of Merger (as it may be amended from time to time, the Merger Agreement), dated March 20, 2022, by and among Anaplan, Alpine Parent, LLC, a limited liability company
(Parent), and Alpine Merger Sub, Inc., a Delaware corporation (Merger Sub). Parent and Merger Sub were formed by an affiliate of the private equity investment firm Thoma Bravo, LP (Thoma
Bravo). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Anaplan (the Merger), and Anaplan will become a wholly owned subsidiary of Parent. The special meeting of Anaplan stockholders
(the Special Meeting) will be held virtually on June 9, 2022, at 8:00 a.m. Pacific time, to act on the proposal to adopt the Merger Agreement, as disclosed in the Proxy Statement.
On April 27, 2022, May 2, 2022, May 3, 2022, May 4, 2022, May 5, 2022, and May 20, 2022, lawsuits were filed
alleging that the Preliminary Proxy Statement filed on April 21, 2022 and/or the Proxy Statement omitted material information that rendered those documents incomplete or misleading. The lawsuits, each filed by a purported stockholder of Anaplan
in an individual capacity and/or on behalf of all others similarly situated, were filed in federal court and are captioned Ryan ODell v. Anaplan, Inc., et al.,
No. 1:22-cv-03427 (S.D.N.Y.), Donald Post v. Anaplan, Inc., et al., No.
1:22-cv-03541 (S.D.N.Y.), Tim Custer v. Anaplan, Inc., et al., No. 1:22-cv-02535-DG-RLM (E.D.N.Y.), Matthew Whitfield v. Anaplan, Inc., et al., No.
1:22-cv-02551 (E.D.N.Y.), Marc Waterman v. Anaplan, Inc., et al., No. 2:22-cv-01753-CDJ (E.D. Pa.), and Catherine Coffman v. Anaplan, Inc., et al., No. 1:22-cv-04147 (S.D.N.Y.). As a
result of the alleged omissions, the lawsuits seek to hold Anaplan and/or its directors liable for violating Sections 14(a) and 20(a) of the Exchange Act, including Rule 14a-9 promulgated thereunder, and for
breaching their fiduciary duty. The lawsuits seek, among other relief, an order enjoining completion of the merger, rescission of the merger in the event it is consummated, and damages.
On May 13, 2022, May 19, 2022, May 20, 2022, and May 21, 2022, Gregory Crawford, Susan Finger, Anthony Morgan, David
Morgan, and Paul Berger, purported stockholders of Anaplan, sent demand letters to Anaplan also alleging that the Proxy Statement omitted material information that rendered it false and misleading or otherwise had disclosure deficiencies (the
demand letters). The demand letters demand corrective disclosure to the Proxy Statement.
Anaplan believes that the
lawsuits and the demand letters are without merit and that no supplemental disclosures are required under applicable law. However, in order to avoid nuisance, potential expense, and delay from the lawsuits and the demand letters and to provide
additional information to the stockholders of Anaplan and without admitting any liability or wrongdoing, Anaplan has determined to voluntarily supplement the Proxy Statement with the disclosures set forth herein. Nothing in this Current Report on
Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. Anaplan specifically takes the position that no further disclosure
of any kind is required to supplement the Proxy Statement under applicable law.