ServiceMax, Inc. entered into an agreement to acquire Pathfinder Acquisition Corporation (NasdaqCM:PFDR) in a reverse merger transaction for $1.4 Billion on July 15, 2021. Shareholders of ServiceMax would receive 142.5 million shares as consideration. In a related transaction, ServiceMax also announces definitive agreement to acquire LiquidFrameworks. Pathfinder and ServiceMax have reached an agreement in principle pursuant to which it is anticipated that: (1) ServiceMax will lower the minimum cash condition in the Business Combination Agreement by $100 million from $225 million to $125 million, and Pathfinder and ServiceMax will adjust the maximum redemption condition in the Business Combination Agreement to a level that matches the adjusted $125 million minimum cash condition, and (2) Pathfinder Acquisition LLC will conditionally forfeit the 4,250,000 private placement warrants of Pathfinder held by the Sponsor. Existing ServiceMax investors, including Silver Lake, GE, and Salesforce Ventures are retaining their entire equity ownership. Pathfinder and ServiceMax entered into subscription agreements, pursuant to which the Private Placement Investors agreed to subscribe for and purchase for expected aggregate gross proceeds of $10 million. Upon closing of the transaction, ServiceMax will become a publicly traded company, and is expected to be listed on the Nasdaq Stock Exchange under the symbol "SMAX". Neil Barua, who has served as Chief Executive Officer of ServiceMax since 2019, will continue to lead the business post-transaction.

The transaction is subject to the effectiveness of the Registration Statement on Form S-4 to be filed by ServiceMax in connection with the business combination, the approval of ServiceMax's initial listing application with the designated exchange, customary closing conditions, including approval by the shareholders of Pathfinder and has been unanimously approved by the Board of Directors of Pathfinder, as well as the Board of Directors of ServiceMax. The transaction is expected to close in the fourth quarter of 2021. Transaction is expected to deliver approximately $335 million of gross proceeds to the combined company from the cash held in Pathfinder's trust account, assuming no redemptions by Pathfinder shareholders, and including proceeds from a strategic common equity investment immediately prior to closing by leading software companies PTC Inc. and Salesforce Ventures at the same valuation as the business combination transaction. The combined proceeds will be used to support ServiceMax's growth opportunities, including the acquisition of LiquidFrameworks for $145 million in cash, and for general corporate purposes.

Citi is acting as lead financial advisor and William Blair is acting as capital markets advisor to ServiceMax in connection with the transaction. Deutsche Bank, RBC Capital Markets and Stifel are acting as financial and capital markets advisors to Pathfinder. Matthew Jacobson, Adam Greenwood, David Saltzman, Rachel Phillips, Sarah Young, Eric Issadore, Loretta Richard, Stephanie Bruce, Michael McFalls, Steven Kaye, and Michael Littenberg of Ropes & Gray LLP is acting as legal advisor to ServiceMax. Travis Lee Nelson, Douglas E. Bacon, Matt Pacey, Julia Danforth, Kevin Coenen and Ryan Brissette of Kirkland & Ellis LLP is acting as legal counsel to Pathfinder. Bill Nelson of Shearman & Sterling LLP acted as legal advisor to Deutsche Bank, Citi, RBC Capital Markets, Stifel and William Blair. Matthew Stocker and Alex Davies of Conyers provided Cayman Islands legal advice to ServiceMax Inc.

ServiceMax, Inc. cancelled the acquisition of Pathfinder Acquisition Corporation (NasdaqCM:PFDR) in a reverse merger transaction on December 6, 2021. The transaction is cancelled due to unfavorable market conditions. Neither party will be required to pay the other a termination fee as a result of the mutual decision to terminate the Business Combination Agreement.