), Bercovici v. Cloudera, Inc., et al., Case No. This report improves the evidence base on the role of Data Driven Innovation for promoting growth and well-being, and provide policy guidance on how to maximise the benefits of DDI and mitigate the associated economic and societal risks. Also for the Enterprise Software / Data Management Peers, as of May, 28, 2021, the range of calendar year 2022 estimated aggregate value to revenue ratios based on consensus equity analyst research estimates was 2.4x - 44.5x and the median ratio was 6.6x, upon the application of Morgan Stanley's professional judgment and experience, taking into account macro-economic assumptions, estimates of risk, Cloudera's capital structure and other appropriate factors and, taking into account macro-economic assumptions, estimates of risk, Cloudera's capital structure and other appropriate factors, , taking into account market expectations regarding long-term real growth rate of gross domestic product and inflation, Specifically, the precedent transactions were all (i), software company transactions that occurred since 2016, (ii) transactions that involved an aggregate purchase price of $1. The disclosure in the section entitled 'Background of the Merger,' beginning on page 31 of the Proxy Statement, is hereby amended by replacing the second paragraph on page 33 with the following: On May 13, 2020, the Board of Directors held a special meeting by videoconference, with representatives from Cloudera's senior management, LathamCloudera's outside legal counseland Morgan Stanley present, to discuss the proposal from PE Firm A. Cloudera will announce its first quarter fiscal year 2021 financial results in a separate release today. On June 1, 2021, Cloudera, Inc., a Delaware corporation ('Cloudera'), Sky Parent Inc., a Delaware corporation ('Parent') and Project Sky Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ('Merger Sub'), entered into an Agreement and Plan of Merger (the 'Merger Agreement'). << /Author <046DC99F63B0682A3A58ABAB3CC25462A7C63AAF8FB8D1D764517FC98BD5FE5643E283CDA86B28928A1885EB56F2885989522417ED760D0C04> J.P. Morgan, Bank of America, and KKR Capital Markets have committed to providing debt financing for the transaction. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Cloudera, (NYSE: CLDR), the enterprise data cloud company, today announced that it has entered into a definitive agreement to be acquired by affiliates of Clayton, Dubilier & Rice ("CD&R") and KKR in an all cash transaction valued at approximately $5.3 billion.The transaction will result in Cloudera becoming a private company and . /BaseFont /TKTDVS#2BTimes#20New#20Roman This merger will expand the customer reach and expansion opportunity for both companies and accelerate innovation for IoT, cloud, data warehousing, machine learning and AI. What You'll Learn Discover how the open source business model works and how to make it work for you See how cloud computing completely changes the economics of analytics Harness the power of Hadoop and its ecosystem Find out why Apache ... Defined terms used but not defined in the supplemental disclosures have the meanings set forth in the Proxy Statement. In each case, Morgan Stanley then divided the future implied fully diluted equity value by estimated fully diluted shares outstanding (with such estimates provided by Cloudera management), using the treasury stock method,to calculate a per share price. Featuring managing directors and senior partners representing some of the world's top venture capital firms, this book offers proven strategies for establishing valuations and protecting one's investment. The "Connected Device Analytics Market Research Report by Organization Size, Device Connectivity, Component, Deployment Mode, Industry Vertical, Application, and Region - Global Forecast to 2026 - Cumulative Impact of COVID-19" report has been added to ResearchAndMarkets.com's offering. Further, on July 30, 2021, and August 13, 2021, Cloudera received two written demands to inspect books and records from two Cloudera stockholders pursuant to 8 Del. On the same day, Cloudera announced the purchase of Datacoral and Cazena in two . On October 3, 2018, big data rivals Cloudera and Hortonworks announced their mutual agreement to combine in an all-stock merger. Cases include a list of key words and are categorized by project (e.g. CPOE, business intelligence). Each chapter or case contains test questions and study suggestions for the student. Answers are provided as an appendix to the book. Ȥ�g-���n��Y��-��z� �Irމ�αxQ���Ș)w"��?�Z�����w��È�p�쮐� �a#cp{Z��٠�u��_�����B2�}^AV�J�6�6-G��@�2�Y���I�u���0�����2X�ʴ�4�|���1 Representatives of Morgan Stanley then reviewed their financial analyses of the merger consideration, and representatives of Latham reviewed the proposed terms of the merger agreement, support agreement, equity commitment letters, limited guaranties and debt commitment letter. Entry into Material Definitive Agreement. The companies say that if a "superior" proposal is agreed upon, the merger agreement can be terminated by the board. Also for the Financial Profile Peers, as of May 28, 2021, the range of calendar year 2022 estimated aggregate value to revenue ratios based on consensus equity analyst research estimates was 3.7x - 11.8x and the median ratio was 5.6x. endobj ), Shumacher v. Cloudera, Inc., et al., Case No. The report provides market sizing and forecast across five major currencies - USD, EUR GBP, JPY, and AUD. The Board of Directors of Cloudera (the "Board") has unanimously approved the transaction and recommends that the Cloudera shareholders approve the transaction and adopt the merger agreement. This book celebrates Michael Stonebraker's accomplishments that led to his 2014 ACM A.M. Turing Award "for fundamental contributions to the concepts and practices underlying modern database systems. Latham reviewed with the Board of Directors its fiduciary duties and also provided an overview of the disclosure memorandum provided by Morgan Stanley. https://investors.cloudera.com/home/default.aspx, Tech Stocks Narrowly Lower Near Friday Close, Tech Stocks Drifting Lower in Friday Trading, Secretary, Director & Chief Legal Officer, VP-Corporate Development & Investor Relations. ), Raffo v. Cloudera, Inc., et al., Case No. The disclosure in the section entitled 'Background of the Merger,' beginning on page 31 of the Proxy Statement, is hereby amended by replacing the second paragraph on page 32 with the following: On November 15, 2019, the M&A Committee which at the time was comprised of Peter Fenton, Paul Cormier and Nicholas Graziano, held a meeting via videoconference, with representatives from Cloudera's senior management, Cloudera's outside legal counsel at Latham & Watkins LLP('Latham')and Morgan Stanley present, to discuss potential outreach to potentially interested bidders in connection with a possible sale of Cloudera. This book explores the principles of supply-side structural reform and current practices in the Chinese steel industry. All rights reserved. Cloudera Stockholders to Receive $16.00 Per Share in Cash. The termination of the waiting period under the HSR Act satisfies one of the conditions to the closing of the merger, which remains subject to other closing conditions in the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018, by and among Cloudera, Inc., Surf Merger Corporation, and Hortonworks, Inc. Cloudera and Hortonworks plan to hold their respective shareholder . In a definitive agreement, Silicon Valley-based Cloudera Foundation will merge its staff, $9 million endowment, and $3 million in grants with the Patrick J. McGovern Foundation, a $1.5 billion . This is the close of the 3, October 2018 definitive agreement, under which the companies will combine in an all-stock merger of equals. The May 2020 Forecasts, the December 2020 Board Plan, the March 2021 Board Plan, the May 2021 Final Updated Forecasts and the Upside Scenario are each described in the section entitled '-Management Projections' beginning on page 51 of this proxy statement. Entities related to Icahn Group, collectively holding approximately 18% of the outstanding shares of Cloudera common stock, have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of Cloudera common stock in favor of the transaction. The deal is scheduled to close in the second half of 2021. ), Muniz v. Cloudera, Inc., et al., Case No. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of Cloudera's business and other conditions to the completion of the transaction; (ii) conditions to the closing of the transaction may not be satisfied; (iii) the transaction may involve unexpected costs, liabilities or delays; (iv) the outcome of any legal proceedings related to the transaction; (v) the failure by CD&R and KKR to obtain the necessary debt financing arrangements set forth in the commitment letters received in connection with the transaction; (vi) the impact of the COVID-19pandemic on Cloudera's business and general economic conditions; (vii) Cloudera's ability to implement its business strategy; (viii) significant transaction costs associated with the proposed transaction; (ix) potential litigation relating to the proposed transaction; (x) the risk that disruptions from the proposed transaction will harm Cloudera's business, including current plans and operations; (xi) the ability of Cloudera to retain and hire key personnel; (xii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (xiii) legislative, regulatory and economic developments affecting Cloudera's business; (xiv) general economic and market developments and conditions; (xv) the evolving legal, regulatory and tax regimes under which Cloudera operates; (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Cloudera's financial performance; (xvii) restrictions during the pendency of the proposed transaction that may impact Cloudera's ability to pursue certain business opportunities or strategic transactions; and (xviii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Cloudera's response to any of the aforementioned factors.
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