Anaplan, Inc. (“Anaplan” or the “Company”) (NYSE: PLAN),
provider of a leading cloud-native platform for orchestrating
business performance, today announced that it convened and
adjourned, without conducting any other business, the special
meeting of Anaplan stockholders scheduled for 8:00 am Pacific Time
on June 9, 2022, until 8:00 a.m. Pacific Time on June 21, 2022.
As previously announced, Anaplan and Thoma Bravo agreed to amend
the terms of the merger agreement for Thoma Bravo, a leading
software investment firm, to acquire Anaplan. The adjournment is
intended to provide Anaplan time to file supplemental proxy
materials with the Securities and Exchange Commission related to
the amendment, and to provide Anaplan stockholders sufficient time
to review and consider such materials. The amended merger agreement
was unanimously approved by the Anaplan Board of Directors.
The reconvened special meeting will be held in a virtual meeting
format only on the virtual meeting website. Anaplan stockholders
will be able to attend the reconvened special meeting online by
visiting www.virtualshareholdermeeting.com/PLAN2022SM. The Company
does not intend to change the record date for the special meeting.
Only stockholders of record at the close of business on April 26,
2022 are entitled to vote at the reconvened special meeting.
During the period of the adjournment, the Company will continue
to solicit proxies from its stockholders with respect to the
proposals set forth in the Company’s definitive proxy statement on
Schedule 14A, as supplemented. Proxies previously submitted in
respect of the special meeting will be voted at the reconvened
special meeting unless properly revoked.
All Anaplan stockholders are encouraged to have their voices
heard in regard to this very important matter concerning their
investment in Anaplan, regardless of the number of shares held.
Anaplan stockholders who have not already voted, or wish to change
their vote, are strongly encouraged to do so.
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 180
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 timing of the reconvened special meeting. 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 (as
defined herein) 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 (as defined herein) 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 reports with the
Securities and Exchange Commission (the “SEC”), 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 of Alpine Merger Sub, Inc., a
Delaware corporation (“Merger Sub”)
and a wholly owned subsidiary of Alpine Parent, LLC, a Delaware
limited liability company (“Parent”),
with and into the Company (the “Merger”), the Company has filed a definitive proxy
statement on Schedule 14A with the SEC, and will file additional
relevant materials with the SEC. 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. This communication is not a
substitute for the definitive proxy statement, the supplement or
any other document that the 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 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 and may
be set forth in 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220609006033/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
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