This summary highlights selected information from this proxy statement (the “Proxy Statement”) related to the merger of Alpine Merger Sub, Inc. with and into Anaplan, Inc., which we refer to as the “Merger”, and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire Proxy Statement, including the annexes to this Proxy Statement. The Merger Agreement (as defined below) is attached as Annex A to this Proxy Statement. We encourage you to read the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety. Each item in this summary includes a page reference directing you to a more complete description of the item in this Proxy Statement.
Except as otherwise specifically noted in this Proxy Statement, “Anaplan”, the “Company”, “we”, “our”, “us” and similar words refer to Anaplan, Inc., including, in certain cases, our subsidiaries. Throughout this Proxy Statement, we refer to Alpine Parent, LLC as “Parent” and Alpine Merger Sub, Inc. as “Merger Sub”. In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated March 20, 2022, by and among Anaplan, Parent and Merger Sub, as it may be amended from time to time, as the “Merger Agreement”.
Parties Involved in the Merger (Page 32)
Anaplan, Inc.
Anaplan is a market-leading cloud-native enterprise SaaS company, transforming how enterprises across industries see, plan, and drive their business. Powered by our proprietary calculation engine and Hyperblock® technology, our platform lets customers model what-if scenarios, contextualize current performance in real time, and forecast future outcomes for faster, more confident decisions. Embracing constant change, our customers use Anaplan to rapidly pivot strategies, redeploy resources, and optimize plans for growth, efficiency, demand, and profitability. Anaplan equips teams to overcome obstacles and seize opportunities ahead of competitors.
Anaplan’s common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “PLAN”.
Alpine Parent, LLC
Alpine Parent, LLC was formed on March 16, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of equity and debt financing in connection with the Merger.
Alpine Merger Sub, Inc.
Alpine Merger Sub, Inc. is a wholly owned subsidiary of Parent and was formed on March 16, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of equity and debt financing in connection with the Merger.
Parent and Merger Sub are each affiliated with Thoma Bravo Fund XV, L.P. (“Sponsor”). In connection with the transactions contemplated by the Merger Agreement, Sponsor has provided to Parent an equity commitment of up to $10,500,000,000 (pursuant to the terms and conditions as described further under the caption “The Merger—Financing of the Merger”). Parent has separately obtained debt financing commitments and does not presently anticipate that the entire $10,500,000,000 equity commitment under the Equity Commitment Letter will be funded in equity in connection with the closing.
Parent, Merger Sub and Sponsor are affiliated with the private equity firm Thoma Bravo, L.P. (“Thoma Bravo”). Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors.
Date, Time and Place
A special meeting of stockholders of Anaplan (the “Special Meeting”) will be held virtually via live webcast at www.virtualshareholdermeeting.com/PLAN20225M at 8:00 a.m. Pacific Time on June 9, 2022. You will not be able to attend the Special Meeting physically.
Record Date; Shares Entitled to Vote
You are entitled to vote at the Special Meeting if you owned shares of common stock at the close of business on April 26, 2022 (the “Record Date”). You will have one vote at the Special Meeting for each share of common stock that you owned at the close of business on the Record Date.
Purpose
At the Special Meeting, we will ask stockholders to vote on proposals to (1) adopt the Merger Agreement; (2) adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.
Quorum
As of the Record Date, there were 150,476,816 shares of common stock outstanding and entitled to vote at the Special Meeting. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person, present by means of remote communication in a manner, if any, authorized by Anaplan’s Board of Directors (the “Anaplan Board”) in its sole discretion, or represented by proxy, will constitute a quorum at the Special Meeting.
Required Vote
The affirmative vote of the holders of a majority of the outstanding shares of Anaplan common stock is required to adopt the Merger Agreement. Approval of the proposal to adjourn the Special Meeting requires the affirmative vote of a majority of the votes cast affirmatively or negatively on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable to Anaplan’s executive officers in connection with the Merger requires the affirmative vote of a majority of the votes cast votes affirmatively or negatively on the subject matter.
Share Ownership of Our Directors and Executive Officers
As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 6,624,066 shares of common stock, representing approximately 4.3% of the shares of common stock outstanding on the Record Date.
Voting and Proxies
Any stockholder of record entitled to vote may submit a proxy by returning a signed proxy card by mail in the accompanying prepaid reply envelope or granting a proxy electronically over the Internet or by telephone, or may vote in person by appearing at the Special Meeting (which will be held by live webcast). If you are a beneficial owner and hold your shares of common stock in “street name” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how you wish to vote your shares of common stock using the instructions provided by your bank, broker or other nominee. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote on routine matters. The proposals to be considered at the Special Meeting are non-routine matters, and hence banks, brokers and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your shares.
If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by (1) signing another proxy card with a later date and returning it prior to the Special Meeting; (2) submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy; (3) delivering a written notice of revocation to our Corporate Secretary; or (4) virtually attending the Special Meeting and submitting your vote through the online portal.
If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.
Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Anaplan, and Anaplan will continue as the surviving corporation and as a wholly owned subsidiary of Parent (the “Surviving Corporation”). As a result of the Merger, Anaplan will cease to be a publicly traded company, all outstanding shares of Anaplan stock will be canceled and converted into the right to receive $66.00 per share in cash (the “Merger Consideration”) (except for any shares owned by Parent or Merger Sub, shares held in the treasury of the Company, or shares held by stockholders who are entitled to and who properly exercise appraisal rights under the Delaware General Corporation Law (the “DGCL”)), net of applicable withholding taxes and without interest thereon, and you will not own any shares of the capital stock of the Surviving Corporation.
After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “The Merger—Appraisal Rights”).
Treatment of Equity-Based Awards (Page 71)
The Merger Agreement provides that Anaplan’s equity awards that are outstanding immediately prior to the time at which the Merger will become effective (the “Effective Time”) will be subject to the following treatment at the Effective Time, except as otherwise expressly agreed in writing prior to the Effective Time by Parent and the holder of such equity award or as contemplated by the Disclosure Schedule:
Options
Each option to purchase shares of Anaplan common stock (each, a “Company Stock Option”) that is outstanding as of the Effective Time, whether unvested and unexercised (each, an “Unvested Company Stock
Option”) or vested and unexercised, including any Company Stock Options that become vested immediately prior to the Effective Time (each, a “Vested Company Stock Option”), and each Company Stock Option that would have vested according to its terms on the date of the Merger agreement, on or prior to January 31, 2023 (each, an “Additional Vesting Company Stock Option”), will be cancelled and converted into the right to receive an amount in cash (less all applicable deductions and withholdings required by law) equal to the product of (1) the excess, if any, by which the Merger Consideration exceeds the exercise price per share of common stock underlying such stock option; and (2) the total number of shares of common stock subject to such option. The cash right with respect to each Unvested Company Stock Option will be subject to the same continuous service-based vesting requirement that otherwise applied to the Unvested Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Merger Consideration will be cancelled without consideration.
For any Company Stock Options that are outstanding and subject to performance vesting conditions as of immediately prior to the Effective Time (each a “Company Performance Option”), (A) the performance metrics of such Company Performance Option will be deemed achieved as of immediately prior to the Effective Time at one hundred percent (100%) of the target levels of performance and (B) if the optionholder remains in continuous service through the Effective Time, (x) such Company Performance Option shall be deemed a Vested Company Stock Option with respect to one-third (1/3) of the shares subject thereto, and (y) such Company Performance Option shall be deemed an Unvested Company Stock Option with respect to two-thirds (2/3) of the shares subject thereto (with fifty percent (50%) of such Unvested Company Stock Option to vest subject to the optionholder’s continued service with Parent or its subsidiaries on each of February 1, 2023 and February 1, 2024).
Restricted Stock Units
Each Company restricted stock unit award (each a “Company RSU”) that is outstanding as of the Effective Time, whether unvested (each, an “Unvested Company RSU”) or vested, including any Company RSUs that become vested immediately prior to the Effective Time (each, a “Vested Company RSU”), and each Company RSU that would have vested according to their terms as in effect on the date of the Merger Agreement, on or prior to January 31, 2023 (each, an “Additional Vesting Company RSU”), will be cancelled and converted into the right to receive an amount in cash (less all applicable deductions and withholdings required by law) equal to the product of (1) the Merger Consideration; and (2) the total number of shares of common stock subject to such award of restricted stock units. The cash right with respect to each Unvested Company RSU will be subject to the same continuous service-based vesting requirement that otherwise applied to the Unvested Company RSU.
For any Company RSUs that are outstanding and subject to performance vesting conditions as of immediately prior to the Effective Time (a “Company Performance RSU”), (A) the performance metrics of such Company Performance RSU will be deemed achieved as of immediately prior to the Effective Time at one hundred percent (100%) of the target levels of performance and (B) if the RSU holder remains in continuous service through the Effective Time, (x) such Company Performance RSU shall be deemed a Vested Company RSU with respect to one-third (1/3) of the shares subject thereto, and (y) such Company Performance RSU shall be deemed an Unvested Company RSU with respect to two-thirds (2/3) of the shares subject thereto (with fifty percent (50%) of such Unvested Company RSU to vest subject to the RSU holder’s continued service with Parent or its subsidiaries on each of February 1, 2023 and February 1, 2024).
Financing of the Merger (Page 77)
We presently anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $10.7 billion, which will be funded via equity and debt financing described below together with Anaplan’s cash on hand as of the closing date; provided that if any portion of the debt financing becomes unavailable, such unavailability will not affect Sponsor’s obligations under the Equity Commitment Letter
described below. This amount includes funds needed to pay (1) the Merger Consideration payable for all shares of Anaplan common stock in connection with the transactions contemplated by the Merger Agreement, (2) any other amounts required to be paid at the closing in connection with the consummation of the transactions contemplated by the Merger Agreement (including any and all payments with respect to Company Stock Options or Company RSUs payable under the Merger Agreement at closing), and (3) all associated fees, costs and expenses in connection with the Merger and the other transactions contemplated by the Merger Agreement, including the Equity Financing (as defined in the section of this Proxy Statement captioned “The Merger—Financing of the Merger—Equity Financing”), in each case, to the extent required to be paid on the closing date.
In connection with the Merger, Parent has entered into an equity commitment letter, dated as of March 20, 2022, with Sponsor, for an aggregate equity commitment of up to $10,500,000,000 (the “Equity Commitment Letter”) (pursuant to the terms and conditions as described further under the caption “The Merger—Financing of the Merger”). Parent has separately obtained debt financing commitments and does not presently anticipate that the entire $10,500,000,000 equity commitment under the Equity Commitment Letter will be funded in equity in connection with the closing.
Pursuant to the limited guaranty delivered by Sponsor in favor of Anaplan, dated as of March 20, 2022 (the “Limited Guaranty”), Sponsor has agreed to guarantee the payment of certain liabilities and obligations of Parent or Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $591,245,000, including any termination fee and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by Anaplan, as specified in the Merger Agreement.
Conditions to the Closing of the Merger (Page 108)
The obligations of Anaplan, Parent and Merger Sub, as applicable, to consummate the Merger are subject to the satisfaction or waiver of certain conditions, including (among other conditions), the following:
| • | the adoption of the Merger Agreement by the requisite affirmative vote of Anaplan’s stockholders; |
| • | the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); |
| • | the consummation of the Merger not being made illegal or otherwise prohibited by any law or order of any governmental authority of competent jurisdiction; |
| • | the accuracy of the representations and warranties of Anaplan, Parent and Merger Sub in the Merger Agreement, subject to materiality qualifiers (in the case of Anaplan, generally other than as would not constitute a Material Adverse Effect or, in the case of Anaplan’s capitalization representations and warranties, other than as would not increase the aggregate Merger Consideration by more than $60,000,000), as of the closing date, or, as applicable, the date in respect of which such representation or warranty was specifically made; |
| • | Anaplan, Parent and Merger Sub having performed in all material respects their respective obligations under the Merger Agreement at or before the Effective Time; |
| • | since the date of the Merger Agreement, neither a Material Adverse Effect nor an Effect that would reasonably be expected to have a Material Adverse Effect, has occurred that is continuing; and |
| • | the delivery of certain closing documents. |
Regulatory Approvals Required for the Merger (Page 86)
Anaplan and Parent have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other
transactions contemplated by the Merger Agreement. These approvals include (i) the expiration or early termination of the applicable waiting period under the HSR Act; and (ii) any other required approvals under any foreign or other antitrust law (though the parties currently believe that there are no such other required approvals).
Recommendation of the Board of Directors (Page 47)
The Anaplan Board, after considering various factors described under the caption “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (1) determined that the Merger Agreement, the Merger and other transactions contemplated by the Merger Agreement, to be advisable and fair to, and in the best interests of, Anaplan and its stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Merger, in accordance with the requirements of the DGCL, (3) recommended that Anaplan’s stockholders approve the Merger and the adoption of the Merger Agreement and (4) resolved that the Merger Agreement shall be submitted to Anaplan’s stockholders for approval at a special meeting of Anaplan stockholders duly held in accordance with the DGCL and the Company’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws. The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan to its named executive officers in connection with the Merger.
Opinions of Anaplan’s Financial Advisors (Page 54)
Goldman Sachs
Anaplan retained Goldman Sachs & Co. LLC (“Goldman Sachs”) to act as one of its financial advisors in connection with a potential transaction such as the Merger and to evaluate whether the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or its affiliates) was fair, from a financial point of view, to such holders. Anaplan selected Goldman Sachs to act as Anaplan’s financial advisor based on Goldman Sachs’ qualifications, expertise, reputation and knowledge of the business and affairs of Anaplan and the industry in which it operates. Goldman Sachs has provided its written consent to the reproduction of its opinion in this Proxy Statement. At a meeting of the Anaplan Board held on March 20, 2022, Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of its written opinion, dated March 20, 2022, to the Anaplan Board that, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth therein, the $66.00 cash per share of Anaplan common stock to be paid to the holders (other than Parent and its affiliates) of such shares pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.
The full text of the written opinion of Goldman Sachs, dated March 20, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B and is incorporated by reference herein. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Anaplan Board in connection with its consideration of the Merger. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Goldman Sachs in rendering its opinion. The holders of Anaplan common stock should read the opinion carefully in its entirety. The Goldman Sachs opinion is not a recommendation as to how any holder of Anaplan common stock should vote with respect to the transaction or any other matter. The summary of Goldman Sachs’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this Proxy Statement as Annex B.
For a description of the opinion that the Board of Directors received from Goldman Sachs, see the section captioned “The Merger—Opinions of Anaplan’s Financial Advisors,” beginning on page 54 of this Proxy Statement.
Qatalyst Partners
Anaplan retained Qatalyst Partners LP (“Qatalyst Partners”) to act as one of its financial advisors in connection with a potential transaction such as the Merger and to evaluate whether the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Anaplan selected Qatalyst Partners to act as Anaplan’s financial advisor based on Qatalyst Partners’ qualifications, expertise, reputation and knowledge of the business and affairs of Anaplan and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this Proxy Statement. At the meeting of the Anaplan Board on March 20, 2022, Qatalyst Partners rendered to the Anaplan Board its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or any affiliate of Parent) was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated March 20, 2022, to the Anaplan Board following the meeting of the Anaplan Board.
The full text of Qatalyst Partners’ written opinion, dated March 20, 2022, is attached hereto as Annex C and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. The holders of Anaplan common stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was provided to the Anaplan Board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Anaplan common stock (other than Parent or any affiliate of Parent), to such holders, and it does not address any other aspect of the Merger. It does not constitute a recommendation as to how any holder of shares of Anaplan common stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which Anaplan common stock will trade or otherwise be transferable at any time. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this Proxy Statement as Annex C.
For a description of the opinion that the Board of Directors received from Qatalyst Partners, see the section captioned “The Merger—Opinions of Anaplan’s Financial Advisors,” beginning on page 54 of this Proxy Statement.
Interests of Anaplan’s Directors and Executive Officers in the Merger (Page 71)
When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. In (i) evaluating and negotiating the Merger Agreement; (ii) approving the Merger Agreement and the Merger; and (iii) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests include the following:
| • | at the Effective Time, each outstanding Company Stock Option will be cancelled and converted into the right to receive a certain amount in cash, as described in the section of this Proxy Statement captioned “—Treatment of Equity-Based Awards”; |
| • | Anaplan’s executive officers are expected to continue in their current positions following the Merger and receive continued benefits under their respective employment agreements with Anaplan; |
| • | Anaplan has entered into severance and change in control agreements with certain directors and executive officers of Anaplan, which shall survive consummation of the Merger; and |
| • | continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation. |
If the proposal to adopt the Merger Agreement is approved, the shares of common stock held by our directors and executive officers as of the Effective Time will be treated in the same manner as outstanding shares of common stock held by all other stockholders. For more information, see the section of this Proxy Statement captioned “The Merger—Interests of Anaplan’s Directors and Executive Officers in the Merger.”
If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL (“Section 262”).
The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this Proxy Statement as Annex D and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.
Under Section 262, holders of shares of common stock who (i) do not vote in favor of the adoption of the Merger Agreement; (ii) continuously are the record holders of such shares through the Effective Time; and (iii) otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.
Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the Merger Consideration.
To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to Anaplan before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (iii) continue to hold your shares of common stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex D to this Proxy Statement. If you hold your shares of common stock through a bank, broker
or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.
Material U.S. Federal Income Tax Consequences of the Merger (Page 84)
For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined under the caption “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. Holder’s shares of common stock in the Merger generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of common stock surrendered in the Merger.
A Non-U.S. Holder (as defined under the caption “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.
For more information, see the section of this Proxy Statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.” Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Legal Proceedings Regarding the Merger (Page 87)
On April 27, 2022, a lawsuit was filed alleging that the Preliminary Proxy Statement filed on April 21, 2022, relating to the Merger, omitted material information that rendered it incomplete and misleading. The lawsuit, filed as an individual action by a purported stockholder of Anaplan, is captioned Ryan O’Dell v. Anaplan, Inc., et al., 1:22-cv-03427 (S.D.N.Y.). As a result of the alleged omissions, the lawsuit seeks to hold Anaplan and its directors liable for violating Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder, and additionally seeks to hold Anaplan’s directors liable as control persons pursuant to Section 20(a) of the Exchange Act. The lawsuit seeks, among other relief, an order enjoining consummation of the Merger, rescission of the Merger in the event it is consummated, and damages. Anaplan has not yet responded to the complaints filed in the lawsuit. While Anaplan believes that the lawsuit is meritless, there can be no assurance that it will ultimately prevail in the lawsuit. Additionally, similar lawsuits may be filed before the Special Meeting.
Acquisition Proposals (Page 97)
Under the Merger Agreement, Anaplan has agreed not to, and to cause its subsidiaries not to, and shall (x) instruct and cause its and their respective directors and officers, and shall (y) instruct their managers, employees, consultants, legal counsel, financial advisors and agents and other advisors and representatives (whom we collectively refer to as “Representatives”) not to, directly or indirectly, among other things:
| • | solicit, initiate, knowingly encourage or knowingly facilitate any Acquisition Proposal (as defined in the section of this Proxy Statement captioned “The Merger Agreement—Acquisition Proposals”) or the making thereof to Anaplan or its stockholders; |
| • | enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information to, or otherwise cooperate in any way with, any person (other than Parent, Merger Sub and their representatives) with respect to any Acquisition Proposal; or |
| • | take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute (including Section 203 of the DGCL) or |
| any restrictive provision of any applicable anti-takeover provision in Anaplan’s organizational documents, in each case inapplicable to any person (other than Parent, Merger Sub or any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, Anaplan shall promptly take all steps necessary to terminate any waiver that may have been granted to any such person or Acquisition Proposal under any such provisions). |
Notwithstanding these restrictions, under certain circumstances prior to the adoption of the Merger Agreement by stockholders, Anaplan may provide information, and engage or participate in negotiations or discussions with, a person regarding an Acquisition Proposal if the Board of Directors determines in good faith after consultation with its financial advisors and its outside legal counsel that such proposal is a Superior Proposal (as defined in the section of this Proxy Statement captioned “The Merger Agreement—Acquisition Proposals”) or would reasonably be expected to lead to a Superior Proposal and not to do so would be inconsistent with the directors’ exercise of their fiduciary duties. For more information, see the section of this Proxy Statement captioned “The Merger Agreement—Acquisition Proposals.”
The Board of Directors’ Reccomendation; Change in Recommendation (Page 99)
The Board of Directors has unanimously recommended that you vote for the adoption of the Merger Agreement. The Merger Agreement provides that the Board of Directors may not change its recommendation, or take other actions constituting a Change in Recommendation (as defined in the section of this Proxy Statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Change in Recommendation “), except in certain specified circumstances. For more information, see the section of this Proxy Statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Change in Recommendation.”
Termination of the Merger Agreement (Page 110)
The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:
| • | By mutual written consent of Anaplan and Parent; |
| • | By either Anaplan, Parent, or Merger Sub: |
| • | subject to certain exceptions, if the Merger has not been consummated on or before September 20, 2022, which date we refer to as the “Outside Date”; |
| • | subject to certain exceptions, if any governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any executive order, decree, judgment, injunction, ruling or other order, whether temporary, preliminary or permanent (collectively, “Order”) or other applicable law that (x) makes the consummation of the Merger illegal or otherwise prohibited, or (y) enjoins Parent and Anaplan from consummating the Merger, and, in each case, such Order or applicable law shall have become final and non-appealable (provided, however, that the right to terminate shall not be available to any party whose material failure to fulfill its obligations under the Merger Agreement has been the substantial or primary cause of, or resulted in, such Order or other law); or |
| • | if Anaplan’s stockholders fail to approve the proposal to approve and adopt the Merger Agreement at the Special Meeting, or any adjournment, recess or postponement thereof, at which a vote on such proposal is taken. |
| • | By Anaplan: |
| • | if there is an inaccuracy in Parent’s or Merger Sub’s representations in the Merger Agreement, or a breach by Parent or Merger Sub of its covenants therein, that would, respectively, cause the |
| representations and warranties or Parent or Merger Sub to not be true and correct, except as has not had and would not reasonably be expected to prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger or other transactions contemplated by the Merger Agreement or to be in material breach of their respective obligations under the Merger Agreement as of the closing; provided, however, if such breach or inaccuracy is capable of being cured prior to the earlier of (A) the Outside Date and (B) the date that is twenty (20) business days from the date Parent is notified in writing by Anaplan of such breach, Anaplan may not terminate the Merger Agreement (x) prior to such date if Parent and Merger Sub are taking reasonable efforts to cure such breach or inaccuracy and (y) following such date if such inaccuracy or breach is cured at or prior to such date; |
| • | if (i) all of the conditions applicable to all parties’ obligations to consummate the Merger and Parent’s and Merger Sub’s obligations to consummate the Merger have been satisfied or waived (other than those that, by their nature, are to be satisfied at the closing; provided that those conditions could be satisfied if the closing were to occur), (ii) Anaplan has irrevocably confirmed in writing to Parent that it is prepared, willing and able to effect the consummation of the closing and the other transactions contemplated by the Merger Agreement in accordance with the terms thereof, and (iii) Parent fails to consummate the closing within three (3) business days following the later of (x) the date the closing should have occurred pursuant to the terms of the Merger Agreement and (y) delivery of such confirmation; or |
| • | prior to receiving the stockholder approval in order to enter into a definitive agreement with respect to a Superior Proposal authorized by the Anaplan Board prior to or concurrently therewith Anaplan pays to Parent a termination fee equal to $293,122,500. |
| • | By Parent or Merger Sub: |
| • | if there is an inaccuracy in Anaplan’s representations in the Merger Agreement, or a breach by Anaplan of its covenants therein, that would, respectively, cause the condition with respect to Anaplan’s satisfaction of its representations and warranties as of the closing to not be satisfied or to be in material breach of its obligations under the Merger Agreement as of the closing; provided, however, if such breach or inaccuracy is capable of being cured prior to the earlier of (A) the Outside Date and (B) the date that is twenty (20) business days from the date Anaplan is notified in writing by Parent of such breach, Parent and Merger Sub may not terminate the Merger Agreement (x) prior to such date if Anaplan is taking reasonable efforts to cure such breach or inaccuracy and (y) following such date if such inaccuracy or breach is cured at or prior to such date; |
| • | if at any time prior to the Special Meeting, the Board of Directors or any committee thereof shall have made a Change in Recommendation (it being agreed that the delivery of a Notice of Designated Superior Proposal (as defined in the section of this Proxy Statement captioned “The Merger Agreement—Acquisition Proposals”) and any amendment or update to such notice and the determination to so deliver such notice, update or amendment and public disclosure with respect thereto shall not, by itself, give rise to a right for Parent to terminate the Merger Agreement); provided, however, that Parent and Merger Sub may not terminate the Merger Agreement pursuant to the preceding sentence if Parent of Merger Sub fails terminate this Agreement pursuant the preceding sentence prior to 11:59 p.m., Pacific Time on the date which is ten (10) business days after Parent is notified in writing that the Anaplan Board has effected a Change in Recommendation. |
Except in specified circumstances, whether or not the Merger is completed, Anaplan, on the one hand, and Parent and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses
incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement; provided that all filing fees paid by any party in respect of any and all filings under the antitrust laws shall be borne by Parent.
Upon termination of the Merger Agreement under specified circumstances, Anaplan will be required to pay Parent a termination fee of $293,122,500.
Parent will be required to pay to Anaplan a reverse termination fee of $586,245,000 if the Merger Agreement is terminated under different specified circumstances.
For more information on these termination fees, see the section of this Proxy Statement captioned “The Merger Agreement—Termination Fees and Expense Reimbursement.”
Effect on Anaplan if the Merger is Not Completed (Page 33)
If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Anaplan will remain an independent public company, with its common stock continuing to be listed and traded on NYSE and registered under the Securities Exchange Act of 1934 (the “Exchange Act”), and Anaplan will continue to file periodic reports with the Securities and Exchange Commission (the “SEC”).
