Anaplan : Adjourns Special Meeting of Stockholders to June 21, 2022 - Form 8-K
06/09/2022 | 05:22pm EDT
Anaplan Adjourns Special Meeting of Stockholders to June 21, 2022
SAN FRANCISCO-Anaplan, Inc. ("Anaplan" or the "Company") (NYSE: PLAN), provider of a leading cloud-native platform for orchestrating business performance, today announced 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.
As previously announced, Anaplan and Thoma Bravo agreed to amend the terms of the merger agreement for Thoma Bravo, a leading software investment firm, to acquire Anaplan. The adjournment is intended to provide Anaplan time to file supplemental proxy materials with the Securities and Exchange Commission related to the amendment, and to provide Anaplan stockholders sufficient time to review and consider such materials. The amended merger agreement was unanimously approved by the Anaplan Board of Directors.
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.
All Anaplan stockholders are encouraged to have their voices heard in regard to this very important matter concerning their investment in Anaplan, regardless of the number of shares held. Anaplan stockholders who have not already voted, or wish to change their vote, are strongly encouraged to do so.
Goldman Sachs & Co. LLC and Qatalyst Partners are acting as financial advisors and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors to Anaplan. Kirkland and Ellis LLP and Cadwalader, Wickersham & Taft LLP are serving as legal counsel to Thoma Bravo. Financing for the transaction is being provided by Owl Rock Capital, Blackstone Credit, Golub Capital and Apollo Global Management through their respective managed funds.
Anaplan (NYSE: PLAN) is a transformative way to see, plan, and run your business. Using our proprietary Hyperblock® technology, Anaplan lets you contextualize real-time performance, and forecast future outcomes for faster, confident decisions. Anaplan enables connected strategy and planning across your enterprise to move your business forward. Based in San Francisco, Anaplan has over 180 partners and more than 1,900 customers worldwide. To learn more, visit Anaplan.com.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the world, with more than $114 billion in assets under management as of March 31, 2022. The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging the firm's deep sector expertise and proven strategic and operational capabilities, Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make accretive acquisitions intended to accelerate revenue and earnings. Over the past 20 years, the firm has acquired or invested in more than 380 companies representing over $190 billion in enterprise value. The firm has offices in Chicago, Miami and San Francisco. For more information, visit www.thomabravo.com.
All of the statements in this press release, 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 (as defined herein) 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 (as defined herein) 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 reports with the Securities and Exchange Commission (the "SEC"), 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.
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 a definitive proxy statement on Schedule 14A with the SEC, 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, the supplement 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.
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.