Cloudera 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.