Anaplan Stockholders to Receive $63.75 Per
Share in Cash
Agreement Provides Immediate and Certain Value,
as well as a Clear Path to Closing
Anaplan, Inc. (“Anaplan” or the “Company”) (NYSE: PLAN),
provider of a leading cloud-native platform for orchestrating
business performance, and Thoma Bravo, a leading software
investment firm, today announced that they have amended the terms
of their previously announced transaction, pursuant to which
Anaplan will be acquired by Thoma Bravo. Under the terms of the
amended merger agreement, which was unanimously approved by the
Anaplan Board of Directors, Anaplan stockholders will receive
$63.75 per share in cash, instead of the original purchase price of
$66.00 per share in cash.
“We believe Thoma Bravo continues to be the right partner for
Anaplan, and we look forward to closing this transaction,” said
Frank Calderoni, Chairman & Chief Executive Officer. “We remain
committed to delivering the best-in-class planning platform to
solve our customer’s biggest digital transformation challenges.
Thoma Bravo’s resources and insights will help scale Anaplan’s
growth strategy. We believe this partnership will deliver
significant benefits to Anaplan’s customers, partners and
employees.”
"We fully support the amended agreement and look forward to
partnering with Anaplan as it helps enterprises transform how they
see, plan, and run their businesses by delivering cloud-native SaaS
solutions at scale,” said Holden Spaht, a Managing Partner at Thoma
Bravo. “We are enthusiastic about leveraging Thoma Bravo’s
extensive operational and investment expertise in enterprise
software to support Anaplan in serving customers and reaching its
next phase of growth.”
Transaction Details
Thoma Bravo and Anaplan agreed to amend the merger agreement to
resolve a disagreement between the parties regarding compliance
with certain terms of the merger agreement. Thoma Bravo asserted
that these matters could have resulted in certain closing
conditions not being satisfied. Anaplan’s position is that it acted
at all times in good faith in compliance with the merger agreement
and that Thoma Bravo remained at all times obligated to close the
original merger agreement according to its original terms.
Nevertheless, the Anaplan Board agreed, after extensive
consideration, to revise the merger agreement to avoid the risk of
lengthy litigation over the disagreement, provide increased closing
certainty for its stockholders and close on substantially the same
timeline as originally agreed between the parties. Anaplan’s Board
also believes the terms of the amended merger agreement continue to
represent a meaningful premium over the price of Anaplan’s common
stock prior to the execution of the merger agreement with Thoma
Bravo.
The parties continue to expect the transaction to close by June
30, 2022, subject to customary closing conditions, including
approval by Anaplan stockholders. Upon completion of the
transaction, Anaplan common stock will no longer be listed on the
New York Stock Exchange, and it will become a private company.
Anaplan will file a supplement to the definitive proxy statement
with the Securities and Exchange Commission, which will contain
other important information as soon as reasonably practicable and
mail the supplement to its stockholders of record who are entitled
to vote at the special meeting of the Anaplan stockholders (the
“Special Meeting”) to consider and vote on the Merger, which was
originally scheduled to be held virtually on June 9, 2022, at 8:00
a.m. Pacific time. The Special Meeting will be adjourned until a
later date to allow stockholders sufficient time to review the
supplement.
Advisors
Goldman Sachs & Co. LLC and Qatalyst Partners are acting as
financial advisors and Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP and Skadden, Arps, Slate, Meagher & Flom
LLP are serving as legal advisors to Anaplan. Kirkland and Ellis
LLP and Cadwalader, Wickersham & Taft LLP are serving as legal
counsel to Thoma Bravo. Financing for the transaction is being
provided by Owl Rock Capital, Blackstone Credit, Golub Capital and
Apollo Global Management through their respective managed
funds.
About Anaplan
Anaplan (NYSE: PLAN) is a transformative way to see, plan, and
run your business. Using our proprietary Hyperblock® technology,
Anaplan lets you contextualize real-time performance, and forecast
future outcomes for faster, confident decisions. Anaplan enables
connected strategy and planning across your enterprise to move your
business forward. Based in San Francisco, Anaplan has over 175
partners and more than 1,900 customers worldwide. To learn more,
visit Anaplan.com.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the
world, with more than $114 billion in assets under management as of
March 31, 2022. The firm invests in growth-oriented, innovative
companies operating in the software and technology sectors.
Leveraging the firm's deep sector expertise and proven strategic
and operational capabilities, Thoma Bravo collaborates with its
portfolio companies to implement operating best practices, drive
growth initiatives and make accretive acquisitions intended to
accelerate revenue and earnings. Over the past 20 years, the firm
has acquired or invested in more than 380 companies representing
over $190 billion in enterprise value. The firm has offices in
Chicago, Miami and San Francisco. For more information, visit
www.thomabravo.com.
Forward-Looking Statements
All of the statements in this press release, other than
historical facts, are forward-looking statements made in reliance
upon the safe harbor of the Private Securities Litigation Reform
Act of 1995, including, without limitation, the statements made
concerning the Company’s expectations with regard to the timing of
the closing of the Merger, the adjournment and timing of the
Special Meeting, and the filing and mailing of a supplement to the
Company’s definitive proxy statement to disclose the
above-referenced matters with respect to the Amendment. As a
general matter, forward-looking statements are those focused upon
anticipated events or trends, expectations, and beliefs relating to
matters that are not historical in nature. Such forward-looking
statements are subject to uncertainties and factors relating to the
Company’s operations and business environment, all of which are
difficult to predict and many of which are beyond the control of
the Company. Among others, the following uncertainties and other
factors could cause actual results to differ from those set forth
in the forward-looking statements: (i) the risk that the Merger may
not be consummated in a timely manner, if at all; (ii) the risk
that the Company’s stockholders do not approve the Merger, (iii)
the risk that the Merger may not be consummated as a result of
Parent’s failure to comply with its covenants and that, in certain
circumstances, the Company may not be entitled to a termination
fee; (iv) the risk that the definitive Merger Agreement may be
terminated in circumstances that require the Company to pay a
termination fee; (v) risks related to the diversion of management’s
attention from the Company’s ongoing business operations; (vi)
risks regarding the failure of Parent to obtain the necessary
financing to complete the Merger; (vii) the effect of the
announcement of the Merger on the Company’s business relationships
(including, without limitation, customers and venues), operating
results and business generally; (viii) legal proceedings, judgments
or settlements, including those that have been and may be
instituted against the Company, the Company’s board of directors
and executive officers and others, as with respect to the proposed
Merger; and (ix) risks related to obtaining the requisite consents
to the Merger, including, without limitation, the timing (including
possible delays) and receipt of regulatory approvals from
governmental entities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or
more governmental entities may deny approval. Further risks that
could cause actual results to differ materially from those matters
expressed in or implied by such forward-looking statements are
described in the Company’s SEC reports, including but not limited
to the risks described in the Company’s Quarterly Report on Form
10-Q for the quarterly period ended April 30, 2022 filed on June 2,
2022. The Company assumes no obligation and does not intend to
update these forward-looking statements.
Important Additional Information and Where to Find It
In connection with the Merger, the Company has filed with the
SEC a definitive proxy statement on Schedule 14A, and will file
additional relevant materials with the SEC, including a supplement
to disclose the above-referenced matters with respect to the
Amendment. Promptly after filing its definitive proxy statement
with the SEC, the Company mailed the proxy materials to each
stockholder entitled to vote at the Special Meeting relating to the
Merger, and the Company will further mail the supplement to
disclose the above-referenced matters with respect to the Amendment
to each stockholder entitled to vote at the Special Meeting. This
communication is not a substitute for the definitive proxy
statement, the supplement or any other document that Company may
file with the SEC or send to its stockholders in connection with
the proposed transaction. BEFORE MAKING ANY VOTING DECISION,
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY FURTHER AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
MERGER. The definitive proxy statement and other relevant materials
in connection with the Merger (when they become available), and any
other documents filed by the Company with the SEC, may be obtained
free of charge at the SEC’s website (http://www.sec.gov) or at the
Company’s website (https://investors.anaplan.com) or by writing to
the Company’s Secretary at 50 Hawthorne Street, San Francisco,
California 94105.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company’s stockholders with respect to the Merger. Information
about the Company’s directors and executive officers and their
ownership of Company common stock is set forth in the Annual Report
on Form 10-K for the fiscal year ended January 31, 2022 filed with
the SEC on March 23, 2022, as amended by Amendment No. 1 on Form
10-K/A, filed with the SEC on May 27, 2022. Information regarding
the identity of the potential participants, and their direct or
indirect interests in the Merger, by security holdings or
otherwise, are set forth in the definitive proxy statement, will be
set forth as revised in the supplement to disclose the
above-referenced matters with respect to the Amendment, and may be
set forth other materials to be filed with the SEC in connection
with the Merger. To the extent the Company’s directors and
executive officers or their holdings of Company securities have
changed from the amounts disclosed in those filings, to the
Company’s knowledge, such changes have been or will be reflected on
statements of change in ownership on Form 4 on file with the
SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220606005633/en/
For Anaplan: Investor and Press Contact: Vikram Khosla
vikram.khosla@anaplan.com
Morrow Sodali Eric Kamback (800) 662-5200
PLAN@investor.morrowsodali.com
Abernathy MacGregor Tom Johnson / Dana Gorman
AMG-Anaplan@abmac.com
For Thoma Bravo: Megan Frank 212-731-4778
mfrank@thomabravo.com
Jed Repko / Matthew Sherman Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449
Anaplan (NYSE:PLAN)
Historical Stock Chart
From May 2024 to Jun 2024
Anaplan (NYSE:PLAN)
Historical Stock Chart
From Jun 2023 to Jun 2024