Item 8.01. Other Events
Adjournment of Special Meeting
On June 9, 2022, Anaplan, Inc., a Delaware corporation (the "Company" or
"Anaplan") issued a press release announcing that it convened and adjourned,
without conducting any other business, the special meeting of Anaplan
stockholders scheduled for 8:00 am Pacific Time on June 9, 2022, until 8:00 a.m.
Pacific Time on June 21, 2022. The reconvened special meeting will be held in a
virtual meeting format only on the virtual meeting website. Anaplan stockholders
will be able to attend the reconvened special meeting online by visiting
www.virtualshareholdermeeting.com/PLAN2022SM.
The Company does not intend to change the record date for the special meeting.
Only stockholders of record at the close of business on April 26, 2022 are
entitled to vote at the reconvened special meeting.
During the period of the adjournment, the Company will continue to solicit
proxies from its stockholders with respect to the proposals set forth in the
Company's definitive proxy statement on Schedule 14A, as supplemented. Proxies
previously submitted in respect of the special meeting will be voted at the
reconvened special meeting unless properly revoked.
A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated by reference in this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated June 9, 2022, issued by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Important Additional Information and Where to Find It
In connection with the merger of Alpine Merger Sub, Inc., a Delaware corporation
("Merger Sub") and a wholly owned subsidiary of Alpine Parent, LLC, a Delaware
limited liability company ("Parent"), with and into the Company (the "Merger"),
the Company has filed with the Securities and Exchange Commission (the "SEC") a
definitive proxy statement on Schedule 14A, and will file additional relevant
materials with the SEC. Promptly after filing its definitive proxy statement
with the SEC, the Company mailed 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 definitive 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, 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 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 at the
Company's website (https://investors.anaplan.com) or by writing to the Company's
Secretary at 50 Hawthorne Street, San Francisco, California 94105.
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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 Company common stock is set forth in the Annual
Report on Form 10-K for the fiscal year ended January 31, 2022 filed with the
SEC on March 23, 2022, as amended by Amendment No. 1 on Form 10-K/A, filed with
the SEC on May 27, 2022. Information regarding the identity of the potential
participants, and their direct or indirect interests in the Merger, by security
holdings or otherwise, are set forth in the definitive proxy statement and may
be set forth in other materials to be filed with the SEC in connection with the
Merger. To the extent the Company's directors and executive officers or their
holdings of Company securities have changed from the amounts disclosed in those
filings, to the Company's knowledge, such changes have been or will be reflected
on statements of change in ownership on Form 4 on file with the SEC.
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 timing of the reconvened special
meeting. 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 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 Merger may not be consummated
in a timely manner, if at all; (ii) the risk that the Company's stockholders do
not approve the Merger, (iii) the risk that the Merger may not be consummated as
a result of Parent's failure to comply with its covenants and that, in certain
circumstances, the Company may not be entitled to a termination fee; (iv) the
risk that the definitive Merger Agreement may be terminated in circumstances
that require the Company to pay a termination fee; (v) risks related to the
diversion of management's attention from the Company's ongoing business
operations; (vi) risks regarding the failure of Parent to obtain the necessary
financing to complete the Merger; (vii) the effect of the announcement of the
Merger on the Company's business relationships (including, without limitation,
customers and venues), operating results and business generally; (viii) legal
proceedings, judgments or settlements, including those that have been and may be
instituted against the Company, the Company's board of directors and executive
officers and others, as with respect to the proposed Merger; and (ix) risks
related to obtaining the requisite consents to the Merger, including, without
limitation, the timing (including possible delays) and receipt of regulatory
approvals from governmental entities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or more
governmental entities may deny approval. 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 Quarterly Report on Form
10-Q for the quarterly period ended April 30, 2022 filed on June 2, 2022. The
Company assumes no obligation and does not intend to update these
forward-looking statements.
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