Hart-Scott-Rodino waiting period has
expired
Acquisition by Francisco Partners and TPG
remains on track to close late 2023 or early 2024
New Relic (NYSE: NEWR), the all-in-one observability platform
for every engineer, announced the completion of the 45-day
“go-shop” period pursuant to the terms of the previously announced
definitive agreement to be acquired by Francisco Partners, a
leading global investment firm that specializes in partnering with
technology businesses, and TPG, a leading global alternative asset
management firm, for $87.00 per share in cash, representing an
equity valuation of approximately $6.5 billion (“the Transaction”).
The “go-shop” period concluded at 11:59 p.m. Pacific time on
September 13, 2023.
During the “go-shop” period, at the discretion of the Company’s
Board of Directors, New Relic and representatives of Qatalyst
Partners, financial advisor to the Company, actively solicited
alternative acquisition proposals from 53 potentially interested
strategic and financial parties. None of the 53 parties contacted
by New Relic submitted a competing acquisition proposal during the
“go-shop” period.
The Transaction is expected to close in late 2023 or early 2024,
subject to the satisfaction of customary closing conditions and
certain regulatory items, including the approval of New Relic’s
shareholders and customary merger control clearances. The waiting
period for the Transaction under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 expired at 11:59 p.m. Eastern time on
September 11, 2023. The Transaction is not subject to a financing
condition. Upon completion of the Transaction, New Relic common
stock will no longer be listed on any public market.
About New Relic
As a leader in observability, New Relic empowers engineers with
a data-driven approach to planning, building, deploying, and
running great software. New Relic delivers the only unified data
platform that empowers engineers to get all telemetry—metrics,
events, logs, and traces—paired with powerful full stack analysis
tools to help engineers do their best work with data, not opinions.
Delivered through the industry’s first usage-based consumption
pricing that’s intuitive and predictable, New Relic gives engineers
more value for the money by helping improve planning cycle times,
change failure rates, release frequency, and mean time to
resolution. This helps the world’s leading brands including adidas
Runtastic, American Red Cross, Australia Post, Banco Inter, Chegg,
GoTo Group, Ryanair, Sainsbury’s, Signify Health, TopGolf, and
World Fuel Services (WFS) improve uptime, reliability, and
operational efficiency to deliver exceptional customer experiences
that fuel innovation and growth. www.newrelic.com.
About Francisco Partners
Francisco Partners is a leading global investment firm that
specializes in partnering with technology and technology-enabled
businesses. Since its launch over 20 years ago, Francisco Partners
has invested in more than 400 technology companies, making it one
of the most active and longstanding investors in the technology
industry. With approximately $45 billion in capital raised to date,
the firm invests in opportunities where its deep sectoral knowledge
and operational expertise can help companies realize their full
potential. For more information on Francisco Partners, please visit
www.franciscopartners.com.
About TPG
TPG (NASDAQ: TPG) is a leading global alternative asset
management firm, founded in San Francisco in 1992, with $137
billion of assets under management and investment and operational
teams around the world. TPG invests across five multi-strategy
platforms: Capital, Growth, Impact, Real Estate, and Market
Solutions and our unique strategy is driven by collaboration,
innovation, and inclusion. Our teams combine deep product and
sector experience with broad capabilities and expertise to develop
differentiated insights and add value for our fund investors,
portfolio companies, management teams, and communities.
Important Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving New Relic, Francisco Partners and TPG. A
special stockholder meeting will be announced soon to obtain
stockholder approval in connection with the proposed transaction.
New Relic expects to file with the Securities and Exchange
Commission (the “SEC”) a proxy statement and other relevant
documents in connection with the proposed merger. The definitive
proxy statement and proxy card will be filed and will be sent or
given to the stockholders of New Relic and will contain important
information about the proposed transaction and related matters.
INVESTORS OF NEW RELIC ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors may obtain a free copy of these materials (when
they are available) and other documents filed by the Company with
the SEC at the SEC’s website at www.sec.gov and at New Relic’s
website at ir.newrelic.com/financial-information.
Participants in the Solicitation
New Relic and certain of its directors, executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information regarding the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of New Relic’s stockholders in
connection with the proposed merger will be set forth in New
Relic’s definitive proxy statement for its special stockholder
meeting. Additional information regarding these individuals and any
direct or indirect interests they may have in the proposed merger
will be set forth in the definitive proxy statement when and if it
is filed with the SEC in connection with the proposed merger.
Forward Looking Statements
Statements in this communication contain “forward-looking
statements” within the meaning of 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 New Relic’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 New Relic, Francisco Partners and TPG,
all of which are subject to change. Such statements generally
include words such as “may,” “will,” “should,” “would,” “might,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,”
“potential,” or “continue” or the negative of these words or other
similar terms or expressions that concern our expectations,
estimates and projections. The forward-looking statements in this
communication include statements regarding the transaction and the
ability to consummate the transaction. Forward-looking statements
speak only as of the date they are made, and New Relic undertakes
no obligation to update any of them publicly in light of new
information or future events. Actual results could differ
materially from those contained in any forward-looking statement as
a result of various factors, including, without limitation: (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 New Relic’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 Francisco Partners and TPG to
obtain the necessary debt financing arrangements set forth in the
commitment letters received in connection with the transaction;
(vi) New Relic’s ability to implement its business strategy; (vii)
significant transaction costs associated with the proposed
transaction; (viii) potential litigation relating to the proposed
transaction; (ix) the risk that disruptions from the proposed
transaction will harm New Relic’s business, including current plans
and operations; (x) the ability of New Relic to retain and hire key
personnel; (xi) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed transaction; (xii) legislative, regulatory and economic
developments affecting New Relic’s business; (xiii) general
economic and market developments and conditions; (xiv) the evolving
legal, regulatory and tax regimes under which New Relic operates;
(xv) potential business uncertainty, including changes to existing
business relationships, during the pendency of the merger that
could affect New Relic’s financial performance; (xvi) restrictions
during the pendency of the proposed transaction that may impact New
Relic’s ability to pursue certain business opportunities or
strategic transactions; and (xvii) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as New Relic’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 New Relic’s financial condition, results of
operations, or liquidity. New Relic 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230913565208/en/
New Relic Media Contact Kerry Baker New Relic,
Inc. PR@newrelic.com
Investor Contact Ingo Friedrichowitz New Relic, Inc.
IR@newrelic.com
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