Additional definitive proxy soliciting materials and Rule 14(a)(12) material



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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION


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Washington, D.C. 20549










SCHEDULE 14A
INFORMATION




Proxy Statement Pursuant to Section 14(a) of




the Securities Exchange Act of 1934




(Amendment No. )









Filed by the
Registrant  ☒                             Filed by a Party other than the
Registrant  ☐



Check the appropriate box:


























































Preliminary Proxy Statement










Confidential, for Use of the Commission Only (as permitted by Rule

14a-6(e)(2))












Definitive Proxy Statement











Definitive Additional Materials











Soliciting Material under

§240.14a-12





CLOUDERA, INC.




(Name of Registrant as Specified in its Charter)






(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



Payment of Filing Fee (Check the appropriate box):


































































































































No fee required.






Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.






(1)



Title of each class of securities to which transaction applies:









(2)



Aggregate number of securities to which transaction applies:









(3)



Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):









(4)



Proposed maximum aggregate value of transaction:









(5)



Total fee paid:












Fee paid previously with preliminary materials.






Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.






(1)



Amount Previously Paid:









(2)



Form, Schedule or Registration Statement No.:









(3)



Filing Party:









(4)



Date Filed:






















LOGO




Our Next Chapter June 2021











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What This Means For Us Rob AGENDA The Opportunity Ahead How We Get There Next Steps Top Questions Confidential — Restricted
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Today’s Announcement Bold moves that make us stronger, more agile and more competitive    • Cloudera has
entered into a definitive agreement to be acquired by a leading private equity firm, CD&R, with additional investment from KKR. This will provide us more freedom to increase and accelerate our ability to invest and drive faster growth as a
company. • We are also acquiring two companies, Datacoral and Cazena, which will add key SaaS capabilities to our portfolio and will enable us to pursue a broader target market. • Our plan is to accelerate our public cloud roadmap and SaaS
offerings and double down on our strategy and vision for self-service data analytics, which will enable us to compete more effectively and more rapidly expand our market opportunities. © 2021 Cloudera, Inc. All rights reserved.
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THIS TRANSACTION IS ALL ABOUT ACCELERATION Our core vision and strategy remain fully intact. We are the Enterprise Data Cloud Company.
INVESTMENT INNOVATION HYBRID CLOUD TRANSFORM GROWTH Freedom to Focus R&D on Double-down on Rapidly develop a Increase growth invest in business high-growth our efforts to lead cloud-first business rates through growth and take markets in hybrid
and model with a

product-led

calculated risks multi-cloud high-velocity, innovation Build new analytics lower-cost GTM Investment products with a Expand market decisions can sustainable Shift market Build
systems, opportunity with have a long-term competitive perception to Data processes & people easy analytics time horizon advantage Cloud leadership to support a cloud built for business operating model people © 2021 Cloudera, Inc. All
rights reserved. 4











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CD&R and KKR Experienced, successful global investment firms CD&R grow KKR’s Private Equity platform and prosper by
collaborating with invests in and partners with management to spur operational industry-leading franchises and performance improvements and companies poised for significant accelerating growth strategies improvement or growth











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How we get there The steps in the process 1 2 3 Today Between Now Deal Close Deal announced, internal & Close Sometime in Q3
processes commence. Integration planning © 2021 Cloudera, Inc. All rights reserved. 6











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Next Steps Integration planning begins • Important to keep our momentum and focus on hitting 2021 goals • A continued cascade
of communications will take place throughout the week – customer, partner, org meetings, etc. • Through deal close sometime in Q3. • Datacoral & Cazena integration planning continues, and we’ll keep you in the loop on
30, 60,

90-day

plans © 2021 Cloudera, Inc. All rights reserved. 7











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Excited for our future together • Our core vision and strategy remain fully intact. We are the Enterprise Data Cloud company •
Another critical turning point in Cloudera’s journey, with bold moves that will make us a stronger, more agile and more competitive company • We have the team to deliver. The value you all bring to our customers, partners and the ecosystem
is unmatched. © 2021 Cloudera, Inc. All rights reserved. 8











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Questions & Resources (will include

5-7

top questions from approved
FAQ)











LOGO




THANK YOU











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Important Information and Where to Find It In connection with the proposed transaction between Cloudera, Inc. (“Cloudera”) and
an affiliate 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, Cloudera’s investor relations website at
https://investors.cloudera.com/home/default.aspx or by contacting the Cloudera investor relations department at the following: Kevin Cook investor-relations@cloudera.com 650-644-3900 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 Cloudera’s 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 Cloudera’s current expectations, estimates and projections about the expected date of closing of the
proposed transaction and the potential benefits thereof, its business and industry, management’s 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 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-19 pandemic 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. 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
Cloudera’s 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

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