This Proxy Statement, the documents to which we refer you in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “predicts,” “plan,” “expects,” “focus,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “will,” “might,” “momentum,” “can,” “could,” “design,” “see,” “seek,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to the following factors:
| • | the inability to complete the Merger due to the failure to obtain stockholder approval or failure to satisfy the other conditions to the completion of the Merger, including receipt of required regulatory approvals; |
| • | the failure by Parent to obtain the necessary equity financing set forth in the equity commitment letter entered into in connection with the Merger; |
| • | the risk that the Merger Agreement may be terminated in circumstances that require us to pay Parent a termination fee of up to $293,122,500; |
| • | the outcome of any legal proceedings that may have been or may be instituted against us and others related to the Merger Agreement; |
| • | risks that the proposed Merger disrupts our current operations or affects our ability to retain or recruit key employees; |
| • | the fact that receipt of the all-cash Merger Consideration would be taxable to U.S. Holders (as defined under the caption “The Merger – Material U.S. Federal Income Tax Consequences of the Merger”); |
| • | the fact that, if the Merger is completed, stockholders will forgo the opportunity to realize the potential long-term value of the successful execution of Anaplan’s current strategy as an independent company; |
| • | the possibility that Parent could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of Anaplan’s assets to one or more as-yet unknown purchasers, that could conceivably produce a higher aggregate value than that available to stockholders in the Merger; |
| • | the fact that under the terms of the Merger Agreement, Anaplan is unable to solicit other alternative proposals during the pendency of the Merger; |
| • | the effect of the announcement or pendency of the Merger on our business relationships, operating results and business generally; |
| • | the amount of the costs, fees, expenses and charges related to the Merger Agreement or the Merger; |
| • | risks related to the Merger diverting management’s or employees’ attention from ongoing business operations; |
| • | risks that our stock price may decline significantly if the Merger is not completed; and |
| • | risks related to the timing and receipt of regulatory approvals from governmental authorities required in connection with the Merger (including any conditions, limitations or restrictions placed on these approvals) and the risk that governmental authorities may deny approval. |
Consequently, all of the forward-looking statements that we make in this Proxy Statement are qualified by the information contained herein, including (1) the information contained under this caption and (2) other information described from time to time in our periodic filings with the SEC. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.
Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.
