Item 8.01 Other Events.
As previously disclosed, on July 25, 2021, Medallia, Inc. ("Medallia") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Project Metal
Parent, LLC ("Parent") and Project Metal Merger Sub, Inc. ("Merger Sub"). The
Merger Agreement provides that, subject to the terms and conditions set forth in
the Merger Agreement, Merger Sub will merge with and into Medallia (the
"Merger"), with Medallia surviving the Merger and becoming a wholly owned
subsidiary of Parent. Parent and Merger Sub are affiliated with Thoma Bravo,
L.P. Upon consummation of the Merger, Medallia's shareholders will generally be
entitled to receive $34.00 in cash for each share of Medallia's common stock
that they own.
The completion of the Merger is conditioned upon, among other things, the
expiration of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Austrian
Cartel Act relating to the consummation of the Merger. The applicable waiting
period under the HSR Act expired at 11:59 p.m., Eastern time, on September 7,
2021. The applicable waiting period under the Austrian Cartel Act expired at
11:59 p.m., Central European time, on September 6, 2021.
The completion of the Merger remains subject to other customary closing
conditions, including the adoption of the Merger Agreement by Medallia's
shareholders. Medallia continues to expect the Merger to close in 2021.
Additional Information and Where to Find It
On September 3, 2021, Medallia filed a preliminary proxy statement in connection
with the special meeting of shareholders (the "Special Meeting") related to the
Merger. Prior to the Special Meeting, Medallia will furnish a definitive proxy
statement to its shareholders, together with a white proxy card. SHAREHOLDERS
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding
the names, affiliations and interests of individuals who are participants in the
solicitation of proxies of Medallia's shareholders for the Special Meeting is
available in Medallia's preliminary proxy statement.
Shareholders may obtain, free of charge, Medallia's proxy statement (in both
preliminary and definitive form), any amendments or supplements thereto, and any
other relevant documents filed by Medallia with the Securities and Exchange
Commission (the "SEC") in connection with the Special Meeting at the SEC's
website (http://www.sec.gov). Copies of Medallia's definitive proxy statement,
any amendments or supplements thereto, and any other relevant documents filed by
Medallia with the SEC in connection with the Special Meeting will also be
available, free of charge, at Medallia's investor relations website
(https://investor.medallia.com) or by writing to Medallia, Inc., Attention:
Investor Relations, 575 Market Street, Suite 1850, San Francisco, California
94105.
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Forward-Looking Statements
This communication contains forward-looking statements that involve risks and
uncertainties, including statements regarding the Merger, including the expected
timing of the closing of the Merger. If any of these risks or uncertainties
materialize, or if any of Medallia's assumptions prove incorrect, Medallia's
actual results could differ materially from the results expressed or implied by
these forward-looking statements. Additional risks and uncertainties include
those associated with: the possibility that the conditions to the closing of the
Merger are not satisfied, including the risk that required approvals from
Medallia's shareholders for the Merger; potential litigation relating to the
Merger; uncertainties as to the timing of the consummation of the Merger; the
ability of each party to consummate the Merger; possible disruption related to
the Merger to Medallia's current plans and operations, including through the
loss of customers and employees; and other risks and uncertainties detailed in
the periodic reports that Medallia files with the SEC, including Medallia's
Annual Report on Form 10-K filed with the SEC on March 22, 2021, and Quarterly
Report on Form 10-Q filed with the SEC on September 3, 2021, each of which may
be obtained on the investor relations section of Medallia's website
(https://investor.medallia.com). All forward-looking statements in this
communication are based on information available to Medallia as of the date of
this communication, and Medallia does not assume any obligation to update the
forward-looking statements provided to reflect events that occur or
circumstances that exist after the date on which they were made, except as
required by law.
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