controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.
Opinion of Morgan Stanley & Co. LLC
Splunk retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the possible sale of Splunk. The Board of Directors selected Morgan Stanley to act as its financial advisor based on, among other things, Morgan Stanley’s qualifications, reputation, experience and expertise, its knowledge of and involvement in recent transactions in Splunk’s industry, and its knowledge of Splunk’s business and affairs since it served as a lead underwriter on various Splunk capital markets transactions, including its initial public offering. At the meeting of the Board of Directors on September 20, 2023, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of September 20, 2023, and based upon and subject to the various limitations, qualifications, assumptions and other matters set forth in its written opinion, the Per Share Merger Consideration to be received pursuant to the Merger Agreement by the holders of shares of Splunk common stock (other than the holders of the Excluded Shares) was fair, from a financial point of view, to such holders of shares of Splunk common stock.
The full text of the written opinion of Morgan Stanley, dated as of September 20, 2023, which sets forth, among other things, the various limitations, qualifications, assumptions and other matters, is attached to this proxy statement as Annex C-2 and incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the written opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was rendered to the Board of Directors, in its capacity as such, and addresses only the fairness, from a financial point of view, of the Per Share Merger Consideration to be received pursuant to the Merger Agreement by the holders of shares of Splunk common stock (other than the holders of the Excluded Shares) as of the date of the opinion and does not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. It was not intended to, and does not, constitute an opinion or a recommendation as to how Splunk Stockholders should vote at the Special Meeting to be held in connection with the Merger.
In connection with rendering its opinion, Morgan Stanley, among other things:
• | reviewed certain publicly available financial statements and other business and financial information of Splunk; |
• | reviewed certain internal financial statements and other financial and operating data concerning Splunk; |
• | reviewed certain financial projections prepared by the management of Splunk; |
• | discussed the past and current operations and financial condition and the prospects of Splunk with senior executives of Splunk; |
• | reviewed the reported prices for and trading activity of Splunk common stock; |
• | compared the financial performance of Splunk and the prices and trading activity of Splunk common stock with that of certain other publicly traded companies comparable with Splunk and their securities; |
• | reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions; |
• | participated in discussions and negotiations among representatives of Splunk, Parent and their financial and legal advisors; |
• | reviewed a draft of the Merger Agreement dated as of September 20, 2023, and certain related documents; and |
• | performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate. |
In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Splunk, and formed a substantial basis for its opinion. With respect to the financial projections, Morgan
