SANTA CLARA, Calif.,
June 1, 2021 /PRNewswire/
-- Cloudera, (NYSE: CLDR), the enterprise data cloud company,
today announced that it has entered into a definitive agreement to
be acquired by affiliates of Clayton, Dubilier & Rice ("CD&R") and
KKR in an all cash transaction valued at approximately $5.3 billion. The transaction will result in
Cloudera becoming a private company and is expected to close in the
second half of 2021.
The Board of Directors of Cloudera (the "Board") has unanimously
approved the transaction and recommends that the Cloudera
shareholders approve the transaction and adopt the merger
agreement. Entities related to Icahn Group, collectively holding
approximately 18% of the outstanding shares of Cloudera common
stock, have entered into a voting agreement pursuant to which they
have agreed, among other things, to vote their shares of Cloudera
common stock in favor of the transaction.
The transaction delivers substantial value to Cloudera
shareholders, who will receive $16.00
in cash per share, representing a 24% premium to the closing price
as of May 28, 2021 and a 30% premium
to the 30-day volume weighted average share price.
"This transaction provides substantial and certain value to our
shareholders while also accelerating Cloudera's long-term path to
hybrid cloud leadership for analytics that span the complete data
lifecycle - from the Edge to AI," said Rob
Bearden, CEO of Cloudera. "We believe that as a private
company with the expertise and support of experienced investors
such as CD&R and KKR, Cloudera will have the resources and
flexibility to drive product-led growth and expand our addressable
market opportunity."
"We very much look forward to working with Cloudera as it
continues to execute its long-term transformation strategy," said
Jeff Hawn, CD&R Operating
Partner who will serve as Chairman of the company upon the close of
the transaction. "The company has made significant progress
establishing the Cloudera Data Platform (CDP) as a leader in hybrid
and multi-cloud analytics, and we believe that our experience and
capabilities can offer valuable support to accelerate expansion
into new products and markets." Mr. Hawn's past roles include
serving as Chairman and Chief Executive Officer of Quest Software,
Vertafore, and Attachmate.
"We have followed the Cloudera story closely for a number of
years and are pleased to be supporting its mission of helping
companies make better use of their data in the ever-evolving hybrid
IT environment," said John Park, KKR
Partner and Head of Americas Technology Private Equity. "We are
excited to contribute to Cloudera's accelerated innovation efforts
as a private company."
KKR is making the investment from its North American private
equity funds, adding to KKR's experience helping to grow leading
global technology businesses, including GoDaddy, Internet Brands,
Epicor, BMC, Optiv, Calabrio, Corel and 1-800 Contacts. CD&R's
investments in technology-related businesses include Epicor, Capco,
m2gen, Sirius Computer Solutions, and TRANZACT.
Closing of the deal is subject to customary closing conditions,
including the approval of Cloudera shareholders and antitrust
approval. The agreement includes a 30-day "go-shop" period expiring
on [July 1], 2021, which allows the
Board and its advisors to actively initiate, solicit and consider
alternative acquisition proposals from third parties – with an
additional 10 days to negotiate a definitive agreement with
qualifying parties. The Board will have the right to terminate the
merger agreement to enter into a superior proposal subject to the
terms and conditions of the merger agreement. There can be no
assurance that this "go-shop" will result in a superior proposal,
and Cloudera does not intend to disclose developments with respect
to the solicitation process unless and until the Board receives an
acquisition proposal that it determines is a superior proposal, or
it otherwise determines such disclosure is required.
First Quarter Fiscal 2021 Financial Results
Cloudera will announce its first quarter fiscal year 2021
financial results in a separate release today. The press release
will also be available on the Investor Relations section of
Cloudera's website. Due to the announced transaction with
affiliates of CD&R and KKR, Cloudera has cancelled its earnings
conference call previously scheduled for June 2, 2021.
Advisors
Morgan Stanley & Co LLC is serving as exclusive financial
advisor to Cloudera, and Latham & Watkins, LLP is serving as
legal advisor to Cloudera. GCA Advisors, LLC, BofA Securities,
William Blair & Company, L.L.C.,
Perella Weinberg Partners LP, Cowen and J.P. Morgan are serving as
financial advisors and Kirkland & Ellis, LLP and Debevoise
& Plimpton LLP are serving as legal advisor to CD&R and
KKR. J.P. Morgan, Bank of America, and KKR Capital Markets have
committed to providing debt financing for the transaction.
About Cloudera
At Cloudera, we believe that data can make what is impossible
today, possible tomorrow. We empower people to transform complex
data into clear and actionable insights. Cloudera delivers an
enterprise data cloud for any data, anywhere, from the Edge to AI.
Powered by the relentless innovation of the open source community,
Cloudera advances digital transformation for the world's largest
enterprises. Learn more at Cloudera.com.
Cloudera and associated marks are trademarks or registered
trademarks of Cloudera, Inc. All other company and product names
may be trademarks of their respective owners.
About Clayton, Dubilier
& Rice
CD&R is a private investment firm with a strategy predicated
on building stronger, more profitable businesses. Since inception,
CD&R has managed the investment of more than $35 billion in 100 companies with an aggregate
transaction value of more than $150
billion. The firm has offices in New York and London. For more information, please visit
www.cdr-inc.com.
About KKR
KKR is a leading global investment firm that offers alternative
asset management and capital markets and insurance solutions. KKR
aims to generate attractive investment returns by following a
patient and disciplined investment approach, employing world-class
people, and supporting growth in its portfolio companies and
communities. KKR sponsors investment funds that invest in private
equity, credit and real assets and has strategic partners that
manage hedge funds. KKR's insurance subsidiaries offer retirement,
life and reinsurance products under the management of The Global
Atlantic Financial Group. References to KKR's investments may
include the activities of its sponsored funds and insurance
subsidiaries. For additional information about KKR & Co. Inc.
(NYSE: KKR), please visit KKR's website at www.kkr.com and on
Twitter @KKR_Co.
Important Information and Where to Find It
In connection with the proposed transaction between Cloudera,
Inc. ("Cloudera") and an affiliate of CD&R and KKR, a special
stockholder meeting will be announced soon to obtain stockholder
approval in connection with the proposed transaction. Cloudera
expects to file with the Securities and Exchange Commission ("SEC")
a proxy statement (the "Proxy Statement"), the definitive version
of which will be sent or provided to Cloudera stockholders.
Cloudera may also file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for the
Proxy Statement or any other document which Cloudera may file with
the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the Proxy Statement (when it is available)
and other documents that are filed or will be filed with the SEC by
Cloudera through the website maintained by the SEC at www.sec.gov,
Cloudera's investor relations website at
https://investors.cloudera.com/home/default.aspx or by
contacting the Cloudera investor relations department at the
following:
Participants in the Solicitation
Cloudera and certain of its directors, and executive officers
and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be considered to be participants in the
solicitation of Cloudera's stockholders will be set forth in the
Proxy Statement for its special stockholder meeting. Cloudera
stockholders may obtain additional information regarding the direct
and indirect interests of the participants in the solicitation of
proxies in connection with the proposed transaction, including the
interests of Cloudera directors and executive officers in the
transaction, which may be different than those of Cloudera
stockholders generally, by reading the Proxy Statement and any
other relevant documents that are filed or will be filed with the
SEC relating to the transaction. You may obtain free copies of
these documents using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
About the Proposed Transaction
This communication contains "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on Cloudera's current expectations, estimates
and projections about the expected date of closing of the proposed
transaction and the potential benefits thereof, its business and
industry, management's beliefs and certain assumptions made by
Cloudera, CD&R and KKR, all of which are subject to change. In
this context, forward-looking statements often address expected
future business and financial performance and financial condition,
and often contain words such as "expect," "anticipate," "intend,"
"plan," "believe," "could," "seek," "see," "will," "may," "would,"
"might," "potentially," "estimate," "continue," "expect," "target,"
similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or
outcomes. All forward-looking statements by their nature address
matters that involve risks and uncertainties, many of which are
beyond our control, and are not guarantees of future results, such
as statements about the consummation of the proposed transaction
and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the
proposed transaction or to make or take any filing or other action
required to consummate the transaction on a timely matter or at
all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining stockholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of Cloudera's business and
other conditions to the completion of the transaction; (ii)
conditions to the closing of the transaction may not be satisfied;
(iii) the transaction may involve unexpected costs, liabilities or
delays; (iv) the outcome of any legal proceedings related to the
transaction; (v) the failure by CD&R and KKR to obtain the
necessary debt financing arrangements set forth in the commitment
letters received in connection with the transaction; (vi) the
impact of the COVID-19 pandemic on Cloudera's business and general
economic conditions; (vii) Cloudera's ability to implement its
business strategy; (viii) significant transaction costs associated
with the proposed transaction; (ix) potential litigation relating
to the proposed transaction; (x) the risk that disruptions from the
proposed transaction will harm Cloudera's business, including
current plans and operations; (xi) the ability of Cloudera to
retain and hire key personnel; (xii) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the proposed transaction; (xiii) legislative,
regulatory and economic developments affecting Cloudera's business;
(xiv) general economic and market developments and conditions; (xv)
the evolving legal, regulatory and tax regimes under which Cloudera
operates; (xvi) potential business uncertainty, including changes
to existing business relationships, during the pendency of the
merger that could affect Cloudera's financial performance; (xvii)
restrictions during the pendency of the proposed transaction that
may impact Cloudera's ability to pursue certain business
opportunities or strategic transactions; and (xviii)
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as Cloudera's response to any of the
aforementioned factors. While the list of factors presented here is
considered representative, such list should not be considered to be
a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on Cloudera's financial
condition, results of operations, or liquidity. Cloudera does not
assume any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new
information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other
applicable laws.
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SOURCE Cloudera, Inc.