The following excerpt is from the company's SEC filing.
: Robert Bearden, Chief Executive Officer of Cloudera
A new era for Cloudera
Tuesday, June 1 at 4:05 am PT
I have important news to share Cloudera has
entered into a definitive agreement to be acquired by
Clayton, Dubilier & Rice
, two of the most experienced and successful global investment firms recognized for supporting the growth strategies of the
businesses they back. With this transaction, Cloudera will become a private company.
After a year filled with change and uncertainty, I am
incredibly proud of the performance of our tea m and how our dedication to innovation and excellence has never wavered. This transaction is a great endorsement of all of your hard work and, importantly, the exciting opportunity ahead of us.
While todays announcement marks the conclusion of one chapter for Cloudera and the beginning of another for us as a private company, our priorities
remain the same.
What will change is the greater flexibility and resources we will have with the support of CD&R and KKR, further accelerating our
strategy and roadmap and delivering innovation to even more customers at greater speed.
Im sure you have questions about what this announcement
means to you personally. Be on the lookout for an invitation to a Town Hall meeting, where we will discuss the news in more detail and answer questions. Importantly, with the acquisition expected to close in the second half of this year, it is
business as usual for Cloudera until then.
The second announcement we are excited to share today is that we have agreed to acquire two exciting SaaS
companies, Datacoral and Cazena. These two strategic acquisitions will accelerate our roadmap for self-service data and analytics in the public cloud and expand our market opportunity.
Datacoral is a fully managed service that enables fast and easy data transformations and integrations for any type of data using
connectors. Cazenas technology powers the delivery of instant cloud data lakes, making it possible to accelerate time to analytics and AI/ML from months to minutes. These two acquisitions mark an
important milestone as we continue to execute our strategic plan to be a leader in hybrid cloud.
I hope you share my excitement about these changes. The
past year has taught us that we are stronger, more resilient and more capable of reinvention than ever before. With these new acquisitions, and with the backing and support of CD&R and KKR, I am excited about our future and look forward to
seeing what we will accomplish together.
Important Information and Where to Find It
In connection with the proposed transaction between Cloudera, Inc. (Cloudera) and affiliates of CD&R and KKR, a special stockholder meeting
will be announced soon to obtain stockholder approval in connection with the proposed transaction. Cloudera expects to file with the Securities and Exchange Commission (SEC) a proxy statement (the Proxy Statement), the
definitive version of which will be sent or provided to Cloudera stockholders. Cloudera may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement or any other document
which Cloudera may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement (when it is available) and
other documents that are filed or will be filed with the SEC by Cloudera through the website maintained by the SEC at www.sec.gov, Clouderas investor relations website at https://investors.cloudera.com/home/default.aspx or by contacting the
Cloudera investor relations department at the following:
Participants in the Solicitation
Cloudera and certain of its directors, and executive officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Clouderas stockholders will be set forth in the
Proxy Statement for its special stockholder meeting. Cloudera stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction,
including the interests of Cloudera directors and executive officers in the transaction, which may be different than those of Cloudera stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be
filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements About the Proposed Transaction
This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Clouderas current expectations, estimates and projections about the expected date of
closing of the proposed transaction and the potential benefits thereof, its business and industry, managements beliefs and certain assumptions made by Cloudera, CD&R and KKR, all of which are subject to change. In this context,
forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan,
believe, could, seek, see, will, may, would, might, potentially, estimate, continue, expect,
target, similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and
uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. 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. 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 Clouderas 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
pandemic on Clouderas business and general economic conditions; (vii) Clouderas 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 Clouderas 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 Clouderas 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 Clouderas financial performance; (xvii) restrictions during the
pendency of the proposed transaction that may impact Clouderas 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 Clouderas response to any of the aforementioned factors. While the list of factors presented here is considered representative, such list should not be considered to be a complete
statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in
the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Clouderas
financial condition, results of operations, or liquidity. Cloudera does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by securities and other applicable laws.
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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Other recent filings from the company include the following:
Securities registration termination [Section 12(b)] - Oct. 19, 2021
Cloudera, Inc.'s Chief Accounting Officer just disposed of 96,329 shares - Oct. 18, 2021
Cloudera, Inc. director just disposed of 125,407 shares - Oct. 13, 2021
Cloudera, Inc.'s Chief Financial Officer just disposed of 1,049,549 shares - Oct. 13, 2021
Cloudera, Inc.'s President just disposed of 68,280 shares - Oct. 13, 2021