Cornerstone Stockholders to Receive $57.50 Per
Share in Cash
Vector Capital to Make Minority Investment at
Closing
Cornerstone OnDemand, Inc. (NASDAQ: CSOD), a global leader in
talent management software, today announced it has entered into a
definitive agreement to be acquired by Clearlake Capital Group,
L.P. (together with certain of its affiliates, “Clearlake”), a
leading private equity firm. Under the terms of the agreement,
Clearlake will acquire the outstanding shares of Cornerstone common
stock for $57.50 per share in cash. The transaction has an
enterprise value of approximately $5.2 billion.
The $57.50 per share purchase price represents a premium of
approximately 31% to Cornerstone’s unaffected closing stock price
on June 1, 2021, the last full trading day prior to Clearlake
filing a Schedule 13D in connection with the Company’s strategic
review process, and a 40% premium to the Company’s unaffected LTM
VWAP. Upon completion of the transaction, Cornerstone will become a
private company with the flexibility and resources to continue to
provide market leading, talent management software-as-a-service
("SaaS") solutions. Additionally, Cornerstone will benefit from the
operating capabilities, capital support and deep sector expertise
of Clearlake and their strong track record with software platform
investments.
Phil Saunders, Chief Executive Officer of Cornerstone, said,
“Clearlake’s investment reflects their confidence in our talented
people, the power of our SaaS solutions and our value proposition
for our customers. With this transaction, we plan to continue to
pursue new software capabilities that advance our customers’
efforts to optimize workforce agility, transform skill development,
deliver personalized, engaging growth experiences, and align their
organizations around a shared definition of success. We’re thrilled
to welcome Clearlake as a partner that appreciates the impact our
SaaS solutions have on the lives of people at work and our
customer-centric philosophy as we accelerate our innovation.”
“This transaction represents another major milestone in
Cornerstone’s amazing journey. As a private company with Clearlake
as a partner, Cornerstone will be even better positioned to
innovate, to capitalize on our market opportunities and to extend
our platform,” said Adam Miller, Founder and Co-Chairman of the
Board. “The added significant strategic flexibility and financial
resources will create new opportunities for our employees, provide
our clients with more capabilities to empower their people and
enable us to help millions more people realize their
potential.”
Richard Haddrill, Co-Chairman of the Board, said, “Today’s
announcement is the culmination of a robust strategic review
process conducted by the Board over the past several months. This
process considered our standalone opportunities and solicited and
inbound interest from a significant number of parties, including
potential strategic and financial partners. We are very pleased to
reach this agreement, which provides our stockholders with
compelling, certain cash value and positively reflects the
operational and strategic synergies achieved through Cornerstone’s
prior acquisition of Saba.”
“We have long admired Cornerstone’s leading talent management
SaaS solutions and the Company’s mission to help customers
modernize the learning and development experience for their
employees,” said Behdad Eghbali, Co-Founder and Managing Partner at
Clearlake. “We believe there is a significant opportunity to
strategically position Cornerstone in the market as a leading
platform and industry consolidator, and we look forward to
partnering with the management team to drive value through both
organic growth acceleration and inorganic transformation.”
“With a compelling suite of market-leading SaaS solutions, and
history of product innovation, we believe Cornerstone is well
positioned in the growing and rapidly evolving talent management
market,” said Prashant Mehrotra, Partner, and Paul Huber, Principal
at Clearlake. “We are excited to leverage Clearlake’s O.P.S.®
framework to help the Company strengthen its strategic growth plans
and accelerate the pace of execution.”
“We have developed deep admiration and respect for Cornerstone
over the years, in particular during our ownership of Saba
Software. We are thrilled to support the Company's outstanding
management team and employees to extend Cornerstone’s leadership as
the pre-eminent next-generation talent management software
platform,” said David Fishman, Managing Director and Head of
Private Equity, and Andy Fishman, Managing Director at Vector
Capital.
Timing and Approvals
The transaction, which was unanimously approved by Cornerstone’s
Board of Directors, is not subject to a financing condition and is
expected to close in the second half of 2021, subject to customary
closing conditions, including the receipt of regulatory approvals
and approval by a majority of Cornerstone stockholders. Certain
stockholders, including Clearlake, representing 15.65% of the
Company’s outstanding shares have agreed to vote their shares in
favor of the transaction.
Upon the completion of the transaction, Cornerstone will become
a privately held company and shares of Cornerstone common stock
will no longer be listed on any public market.
Second Quarter 2021 Financial Results and Conference
Call
In a separate release, Cornerstone today announced its second
quarter 2021 results. The press release is available on the
"Investor Relations" section of the Cornerstone website at
https://investors.cornerstoneondemand.com/.
In light of the announced transaction with Clearlake,
Cornerstone will not hold its earnings conference call previously
scheduled for today, August 5, 2021 at 5 p.m. ET.
Advisors
Qatalyst Partners and Centerview Partners LLC are serving as
financial advisors to Cornerstone, and Cooley LLP is serving as
legal counsel.
Morgan Stanley, Rothschild & Co., J.P. Morgan, Goldman
Sachs, BoA Securities, Barclays, Jefferies and William Blair are
acting as financial advisors to Clearlake. Sidley Austin LLP is
serving as legal counsel to Clearlake in the connection with the
acquisition and debt financing.
J.P. Morgan, BoA Securities, Ares, Golub, Antares, Barclays,
Blue Owl, BMO Capital Markets, BNP Paribas, Credit Suisse, Goldman
Sachs and Jefferies are providing the debt financing for the
transaction.
About Cornerstone
Cornerstone powers the future ready workforce, with HR software
and solutions designed to unite people, teams, technology and
business, and inspire a work environment of growth, agility and
success for all. With an AI-powered and skills-forward system
designed for the contemporary workforce, we help organizations
modernize the learning and development experience, deliver the most
relevant content from anywhere, accelerate talent and career
mobility, and establish skills as the universal language of growth
and success across the business. Cornerstone serves over 6,000
customers and 75M users and is available in 180 countries and 50
languages. https://www.cornerstoneondemand.com/
About Clearlake
Clearlake is an investment firm founded in 2006 operating
integrated businesses across private equity, credit and other
related strategies. With a sector-focused approach, the firm seeks
to partner with world-class management teams by providing patient,
long-term capital to dynamic businesses that can benefit from
Clearlake’s operational improvement approach, O.P.S.® The firm’s
core target sectors are technology, industrials and consumer.
Clearlake currently has approximately $39 billion of assets under
management and its senior investment principals have led or co-led
over 300 investments. The firm has offices in Santa Monica and
Dallas. More information is available at
https://www.clearlake.com.
About Vector
Vector Capital is a San Francisco-based leading global private
equity firm focused on transformative investments in technology and
technology-enabled businesses. Founded in 1997, Vector oversees
approximately $4 billion of capital across its private equity and
credit strategies from a variety of investors including university
endowments, foundations, and financial institutions. Vector
exclusively focuses on investments within the technology sector and
has built a successful track record of executing buyouts,
carve-outs, recapitalizations, minority, and credit investments.
With our disciplined approach to valuation and deep-rooted
operational experience, Vector has generated competitive returns
and established a successful track record spanning 24 years. More
information is available at https://www.vectorcapital.com.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will be
filing documents with the SEC, including preliminary and definitive
proxy statements relating to the proposed transaction. The
definitive proxy statement will be mailed to Company stockholders
in connection with the proposed transaction. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders may obtain free copies of these documents (when they are
available) and other related documents filed with the SEC at the
SEC’s web site at www.sec.gov, on the Company’s website at
www.cornerstoneondemand.com or by contacting Company Investor
Relations at (310) 526-2531.
Participants in the Solicitation
This communication does not constitute a solicitation of proxy,
an offer to purchase, or a solicitation of an offer to sell any
securities. Cornerstone and Clearlake and their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Cornerstone stockholders in
connection with the proposed transaction. Information about
Cornerstone’s directors and executive officers in the proposed
transaction will be included in the proxy statement described
above. Additional information regarding these individuals is set
forth in Cornerstone’s Annual Report on Form 10-K for the fiscal
year ended December 30, 2020, the definitive proxy statement on
Schedule 14A for Cornerstone’s most recent Annual Meeting of
Stockholders held in June 2021, and Cornerstone’s Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2021. To the
extent Cornerstone’s directors and executive officers or their
holdings of Cornerstone securities have changed from the amounts
disclosed in those filings, to Cornerstone’s knowledge, such
changes have been or will be reflected on initial statements of
beneficial ownership on Form 3 or statements of change in ownership
on Form 4 on file with the SEC. These documents are (or, when
filed, will be) available free of charge at the SEC’s website at
www.sec.gov or at Cornerstone’s website at
www.cornerstoneondemand.com.
Forward-Looking Statements
This communication contains forward-looking statements which
include, but are not limited to, statements regarding expected
timing, completion and effects of the proposed merger. These
forward-looking statements are subject to the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. Cornerstone’s expectations and beliefs regarding these
matters may not materialize. Actual outcomes and results may differ
materially from those contemplated by these forward-looking
statements as a result of uncertainties, risks, and changes in
circumstances, including but not limited to risks and uncertainties
related to: the ability of the parties to consummate the proposed
merger, satisfaction of closing conditions precedent to the
consummation of the proposed merger, potential delays in
consummating the merger, the ability of Cornerstone to timely and
successfully achieve the anticipated benefits of the merger and the
impact of health epidemics, including the COVID-19 pandemic, on the
parties’ respective businesses and the actions the parties may take
in response thereto. Additional risks and uncertainties that could
cause actual outcomes and results to differ materially from those
contemplated by the forward-looking statements are included under
the caption “Risk Factors” and elsewhere in Cornerstone’s most
recent filings with the SEC, including Cornerstone’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021 and any
subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with
the SEC from time to time and available at www.sec.gov.
The forward-looking statements included in this communication
are made only as of the date hereof. Cornerstone assumes no
obligation and does not intend to update these forward-looking
statements, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210805006125/en/
Cornerstone Contacts:
Investor Relations
Jason Gold jgold@csod.com +1 (310) 526-2531
Media
Deaira Irons dirons@csod.com +1 (310) 752-0164
Clearlake Contact:
Jennifer Hurson Lambert & Co. jhurson@lambert.com +1 (845)
507-0571
Cornerstone OnDemand (NASDAQ:CSOD)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Cornerstone OnDemand (NASDAQ:CSOD)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024