Item 1.01 Entry into a Material Definitive Agreement.
On March 20, 2022, Anaplan, Inc., a Delaware corporation (the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Alpine
Parent, LLC, a Delaware limited liability company ("Parent"), and Alpine Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Merger Sub"), providing for, subject to the terms and conditions set forth in
the Merger Agreement, the merger of Merger Sub with and into the Company (the
"Merger"), with the Company surviving the Merger as a wholly owned subsidiary of
Parent. Parent and Merger Sub are affiliates of investment funds advised by
Thoma Bravo, L.P. The Merger Agreement and the transactions contemplated
thereby, including the Merger, were approved unanimously by the Company's Board
of Directors (the "Board"). Capitalized terms not otherwise defined herein have
the meaning set forth in the Merger Agreement.
Under the terms of the Merger Agreement, at the Effective Time of the Merger,
each share of common stock, par value $0.0001 per share, of the Company
("Company Shares") issued and outstanding as of immediately prior to the
Effective Time (other than Dissenting Company Shares, shares held in the
treasury of the Company or shares owned by Parent or Merger Sub) will be
cancelled and automatically converted into the right to receive an amount in
cash, without interest, equal to $66.00, net of applicable withholding taxes and
without interest thereon (the "Merger Consideration"). Vested and unvested
Company stock options will generally be cancelled at the Effective Time and
converted into the right to receive an amount in cash equal to (i) the excess,
if any, of the Merger Consideration over the applicable exercise price of such
stock option multiplied by (ii) the number of Company Shares subject to such
stock option (less applicable deductions and withholdings), with the unvested
Company Stock Options being subject to the Optionholder's continued service
through the applicable vesting date(s). Vested and unvested Company restricted
stock units (including any restricted stock units which are subject to
performance conditions that have not been satisfied at the Effective Time, which
shall be deemed satisfied at 100% of the target levels of performance in
accordance with the terms of the applicable stock plan and award agreement)
will, subject to the following sentence, generally be cancelled at the Effective
Time and converted automatically into the right to receive an amount in cash
equal to (i) the Merger Consideration multiplied by (ii) the number of Company
Shares subject to such restricted stock unit (less applicable deductions and
withholdings), with the unvested Company restricted stock units being subject to
such holder's continued service through the applicable vesting date(s). Unvested
Company restricted stock units and Company stock options which would have
vested, in accordance with their terms as in effect on the date hereof, on or
prior to January 31, 2023, and 1/3rd of any unvested restricted stock units
which are subject to performance conditions, will accelerate at the Effective
Time and be paid following the Closing. Any remaining unvested Company
restricted stock units and Company stock options will remain on their current
vesting schedule, and 50% of the remaining unvested restricted stock units which
are subject to performance conditions will vest on February 1, 2023 and the
remaining 50% will vest on February 1, 2024, in each case, subject to such
holder's continued service through the applicable vesting date(s).
Parent and Merger Sub have secured committed financing which is subject to
customary terms and conditions, consisting of equity financing from Thoma Bravo
Fund XV, L.P., the aggregate proceeds of which will be sufficient for Parent and
Merger Sub to pay the aggregate merger consideration and all related fees and
expenses. Parent and Merger Sub have committed to use their reasonable best
efforts to obtain the financing on the terms and conditions described in the
commitment letter entered into with such investment fund.
The consummation of the Merger is subject to the satisfaction or waiver of
customary closing conditions, including, without limitation, the absence of
governmental orders resulting, directly or indirectly, in enjoining or otherwise
prohibiting or making illegal the consummation of the Merger, the affirmative
vote of the holders of a majority of the voting power of the outstanding shares
of the Company's common stock entitled to vote on the adoption of the Merger
Agreement, and expiration or termination of any applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Company has made customary representations and warranties in the Merger
Agreement and has agreed to customary covenants regarding the operation of the
business of the Company and its Subsidiaries prior to the Effective Time. The
Company is also subject to customary restrictions on its ability to solicit
alternative acquisition proposals from third parties and to provide non-public
information to, and participate in discussions and engage in negotiations with,
third parties regarding alternative acquisition proposals, with customary
exceptions for Superior Proposals.
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The Merger Agreement contains certain termination rights for the Company and
Parent. Upon termination of the Merger Agreement under specified circumstances,
the Company will be required to pay Parent a termination fee of $293,122,500.
Such circumstances include where the Merger Agreement is terminated (i) in
connection with the Company entering into an agreement for a Superior Proposal,
or (ii) due to the Company Board's change or withdrawal of its recommendation in
favor of the Merger. Additionally, the Company is obligated to pay the
termination fee if (i)(A) either party terminates because the Merger has not
been consummated by the Outside Date (defined below), or (B) Parent terminates
due to the Company breaching its representations, warranties or covenants in a
manner that would cause the related closing conditions to not be met, (ii) an
Acquisition Proposal by a Third Party to acquire at least 50.1% of the Company's
stock or assets has been publicly announced and that is not withdrawn prior to
such termination, and (iii) the Company enters into a definitive agreement (that
is later consummated) for, or consummates, such an Acquisition Proposal within
one year of termination. The Merger Agreement requires the Company to convene a
special meeting of stockholders for purposes of obtaining approval of the
adoption of the Merger Agreement and to prepare and file with the Securities and
Exchange Commission (the "SEC") a proxy statement with respect to such meeting.
Upon termination of the Merger Agreement under other specified circumstances,
Parent will be required to pay the Company a termination fee of $586,245,000.
The termination fee by Parent will become payable if (i) the Company terminates
due to Parent breaching its representations, warranties or covenants in a manner
that would cause the related closing conditions to not be met (a "Parent
Breach"), (ii) Parent fails to consummate the Merger after the applicable
closing conditions are met (a "Failure to Close") or (iii) Parent terminates due
to a failure to a failure to consummate the Merger by the Outside Date, and the
Company was otherwise entitled to terminate the Merger Agreement due to a Parent
Breach or Failure to Close.
In addition to the foregoing termination rights, and subject to certain
limitations, the Company or Parent may terminate the Merger Agreement if the
Merger is not consummated by September 20, 2022 (the "Outside Date").
The representations, warranties and covenants of the Company contained in the
Merger Agreement have been made solely for the benefit of Parent and Merger Sub.
In addition, such representations, warranties and covenants (i) have been made
only for purposes of the Merger Agreement, (ii) have been qualified by
(a) subject to certain terms and conditions, matters specifically disclosed in
the Company's filings with the SEC prior to the date of the Merger Agreement and
(b) confidential disclosures made to Parent and Merger Sub in the disclosure
letter delivered in connection with the Merger Agreement, (iii) are subject to
materiality qualifications contained in the Merger Agreement which may differ
from what may be viewed as material by investors, (iv) were made only as of the
date of the Merger Agreement or such other date as is specified in the Merger
Agreement and (v) have been included in the Merger Agreement for the purpose of
allocating risk between the contracting parties rather than establishing matters
as fact. Accordingly, the Merger Agreement is included with this filing only to
provide investors with information regarding the terms of the Merger Agreement,
and not to provide investors with any other factual information regarding the
Company or its business. Investors should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the Company or any of its subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the
Company's public disclosures.
The foregoing descriptions of the Merger Agreement and the transactions
contemplated thereby do not purport to be complete and are subject to, and
. . .
Item 8.01 Other Events.
On March 20, 2022, the Company issued a press release announcing the execution
of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1
hereto and is incorporated by reference in this Item 8.01.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1* Agreement and Plan of Merger, dated as of March 20, 2022, by and
among Anaplan, Inc., Alpine Parent, LLC and Alpine Merger Sub, Inc.
99.1 Press Release, dated March 20, 2022, issued by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules and exhibits to this agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will
be furnished to the SEC upon request.
Additional Information and Where to Find It
In connection with the Merger, the Company intends to file relevant materials
with the SEC, including a preliminary proxy statement on Schedule 14A. Promptly
after filing its definitive proxy statement with the SEC, the Company will mail
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 proxy
statement 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, INVESTORS AND 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,
the preliminary 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 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 the Company's Common Stock is set forth in the
proxy statement on Schedule 14A filed with the SEC on April 21, 2021.
Information regarding the identity of the potential participants, and their
direct or indirect interests in the Merger, by security holdings or otherwise,
will be set forth in the proxy statement and other materials to be filed with
SEC in connection with the Merger.
Forward-Looking Statements
All of the statements in this Current Report on Form 8-K, 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 Company's intent to consummate
the Merger. 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
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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 proposed
transaction may not be completed in a timely manner or at all, which may
adversely affect Anaplan's business and the price of the common stock of
Anaplan, (ii) the failure to satisfy the conditions to the consummation of the
proposed transaction, including the adoption of the merger agreement that
contemplates the proposed transaction by the shareholders of Anaplan and the
receipt of certain governmental and regulatory approvals, (iii) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the merger agreement, (iv) the effect of the announcement or
pendency of the proposed transaction on Anaplan's business relationships,
operating results, and business generally, (v) risks that the proposed
transaction disrupts current plans and operations of Anaplan and potential
difficulties in Anaplan employee retention as a result of the proposed
transaction, (vi) risks related to diverting management's attention from
Anaplan's ongoing business operations, (vii) the outcome of any legal
proceedings that may be instituted against Anaplan related to the merger
agreement or the proposed transaction, and (viii) restrictions during the
pendency of the proposed transaction that may impact Anaplan's ability to pursue
certain business opportunities or strategic transactions. Furthermore,
additional or unforeseen effects from the COVID-19 pandemic, the global economic
climate, and catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, may amplify many of these risks.
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 SEC reports, including but not limited to the risks described
in the Company's most recent most recent Quarterly Report on Form 10-Q or Annual
Report on Form 10-K filed with the SEC, and other documents the company may file
with or furnish to the SEC from time to time. The Company assumes no obligation
and does not intend to update these forward-looking statements.
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ANAPLAN, INC. 
