Definitive proxy statement relating to merger or acquisition



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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549










SCHEDULE 14A




PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE




SECURITIES EXCHANGE ACT OF 1934









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:





















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LOGO




CLOUDERA, INC.




5470 Great America Parkway




Santa Clara, California 95054




July 19, 2021



Dear
Cloudera Stockholder:



You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the
“Special Meeting”) of stockholders of Cloudera, Inc. (“Cloudera” or the “Company”) to be held on August 25, 2021, at 7:00 a.m., Pacific time. Cloudera will hold the Special Meeting virtually via the Internet at
http://www.virtualshareholdermeeting.com/CLDR2021SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person”
or “in person” shall mean virtually present at the Special Meeting.



At the Special Meeting, you will be asked to consider
and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of June 1, 2021 (the “Merger Agreement”), by and among Sky Parent Inc., a Delaware corporation (“Parent”), Project Sky Merger Sub Inc., a
Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Cloudera, (ii) a proposal to approve, on an advisory

(non-binding)

basis, the compensation that may be paid or
become payable to Cloudera’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to
adjourn 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. Parent and Merger Sub are subsidiaries of investment funds
advised by Clayton, Dubilier & Rice, LLC (“CD&R”) and Kohlberg Kravis Roberts & Co. L.P. (“KKR”),

US-based

private equity firms. Pursuant to the terms of the Merger
Agreement, Merger Sub will merge with and into Cloudera and the separate corporate existence of Merger Sub will cease, with Cloudera continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Parent.



If the Merger is completed, you will be entitled to receive $16.00 in cash, without interest, less any applicable withholding taxes, for each
share of Cloudera common stock that you own, unless you have properly exercised your appraisal rights.



The Board of Directors of Cloudera
(the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that it is in the best interests of Cloudera and its stockholders, and declared it
advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by Cloudera, the
performance by Cloudera of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that
holders of Cloudera common stock adopt the Merger Agreement. The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an

advisory (non-binding) basis,

the Compensation Proposal; and (3) “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.










Table of Contents





The enclosed proxy statement provides detailed information about the Special Meeting, the
Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.



The proxy statement also
describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but
not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.



Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy
card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by virtual
ballot, your vote will revoke any proxy that you have previously submitted.



If you hold your shares in “street name,” you
should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the
proposals, including the proposal to adopt the Merger Agreement, without your instructions.




Your vote is very important, regardless of the number of
shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Cloudera common stock entitled to vote at the
Special Meeting.



If you have any questions or need assistance voting your shares, please contact our proxy solicitor:



MacKenzie Partners, Inc.



1407
Broadway, 27

th

Floor



New York, NY 10018



Banks and Brokers Call: (212)

929-5500



All Others Call: (800)

322-2885



On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.



Sincerely,
























LOGO




Robert Bearden





Chief Executive Officer




The accompanying proxy statement is dated July 19, 2021 and, together with the enclosed form of
proxy card, is first being mailed on or about July 19, 2021.










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LOGO




CLOUDERA, INC.




5470 Great America Parkway




Santa Clara, California 95054




NOTICE OF SPECIAL MEETING OF STOCKHOLDERS




TO BE HELD VIRTUALLY VIA THE INTERNET ON AUGUST 25, 2021



Notice is hereby given that a special meeting of stockholders (including any adjournments or postponements thereof, the “Special
Meeting”) of Cloudera, Inc., a Delaware corporation (“Cloudera”), will be held on August 25, 2021 at 7:00 a.m., Pacific time. Cloudera will hold the Special Meeting virtually via the Internet at
http://www.virtualshareholdermeeting.com/CLDR2021SM. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person”
or “in person” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:



1. To
consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of June 1, 2021, (the “Merger Agreement”), by and among Sky Parent Inc., a Delaware limited liability company (“Parent”), Project Sky
Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Cloudera. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Cloudera and the separate corporate existence
of Merger Sub will cease, with Cloudera continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Parent;



2. To
consider and vote on the proposal to approve, on an

advisory (non-binding) basis,

the compensation that may be paid or become payable to Cloudera’s named executive officers that is based on or
otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and



3. To
consider and vote on any proposal to adjourn the Special Meeting to a later date or dates 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.



Only holders of Cloudera common stock (“Cloudera Stockholders”) of record as of the close of business on July 1, 2021,
are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.



The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on
an

advisory (non-binding) basis,

the Compensation Proposal; and (3) “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.



Whether or not you plan to attend the Special Meeting
in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the
enclosed proxy card). If you attend the Special Meeting and vote in person by virtual ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank,
broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the
proposal to adopt the Merger Agreement, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the adoption of the
Merger




Agreement, “FOR,” on an advisory





(non-binding)





basis, the Compensation Proposal and “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.



























By Order of the Board of Directors,





LOGO




Robert Bearden





Chief Executive Officer





Dated: July 19, 2021










Table of Contents






YOUR VOTE IS IMPORTANT



WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY
TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special
Meeting.



If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your
shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your
instructions.



If you are a Cloudera Stockholder of record, voting in person by virtual ballot at the Special Meeting will revoke any
proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.



If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote by
virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the
proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or the adjournment proposal.



You should
carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they
contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies
of the accompanying proxy statement or need help voting your shares of Cloudera common stock, please contact our proxy solicitor:



MacKenzie Partners, Inc.



1407
Broadway, 27

th

Floor



New York, NY 10018



Banks and Brokers Call: (212)

929-5500



All Others Call: (800)

322-2885










Table of Contents








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SUMMARY





1






Parties Involved in the Merger





1




The Merger





2




Merger Consideration





2




Material U.S. Federal Income Tax Consequences of the Merger





4




Appraisal Rights





4




Regulatory Approvals Required for the Merger





5




Closing Conditions





5




Financing of the Merger





6




Required Stockholder Approval





7




The Special Meeting





7




Recommendation of the Cloudera Board of Directors





8




Opinion of Morgan Stanley & Co. LLC.





9




Interests of Cloudera’s Directors and Executive Officers in the Merger





9




Alternative Acquisition Proposals





10




Termination of the Merger Agreement





11




Effect on Cloudera if the Merger Is Not Completed





11




The Voting Agreement





12






QUESTIONS AND ANSWERS





13






FORWARD-LOOKING STATEMENTS





20






THE SPECIAL MEETING





22






Date, Time and Place





22




Purpose of the Special Meeting





22




Record Date; Shares Entitled to Vote; Quorum





22




Vote Required; Abstentions and

Broker Non-Votes






22




Stock Ownership and Interests of Certain Persons





23




Voting of Proxies





24




Revocability of Proxies





24




Board of Directors’ Recommendation





25




Solicitation of Proxies





25




Anticipated Date of Completion of the Merger





25




Appraisal Rights





25




Delisting and Deregistration of Cloudera Common Stock





26




Other Matters





26




Householding of Special Meeting Materials





26




Questions and Additional Information





27






THE MERGER





28






Parties Involved in the Merger





28




Effect of the Merger





29




Effect on Cloudera If the Merger Is Not Completed





29




Merger Consideration





30




Background of the Merger





31




Recommendation of the Board of Directors and Reasons for the
Merger





38




Opinion of Morgan Stanley & Co. LLC.





42




Management Projections





51





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Interests of Executive Officers and Directors of Cloudera in the
Merger





54




Financing of the Merger





59




Closing and Effective Time





61




Appraisal Rights





61




Accounting Treatment





67




Material U.S. Federal Income Tax Consequences of the Merger





67




Regulatory Approvals Required for the Merger





71






PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT





72






Effects of the Merger; Directors and Officers; Certificate of Incorporation;
Bylaws





72




Closing and Effective Time





73




Merger Consideration





73




Exchange and Payment Procedures





74




Representations and Warranties





74




Conduct of Business Pending the Merger





78




The “Go Shop” Period—Solicitation of Other
Offers





80




The “No Shop” Period—No Solicitation of Other
Offers





82




The Board of Directors’ Recommendation; Company Board Recommendation Change





83




Employee Benefits





86




Efforts to Close the Merger





87




Cooperation with Debt Financing





87




Treatment of Certain Indebtedness





89




Indemnification and Insurance





89




Other Covenants





90




Conditions to the Closing of the Merger





90




Termination of the Merger Agreement





91




Termination Fee





92




Specific Performance





93




Limitations of Liability





94




Fees and Expenses





94




Amendment





95




Governing Law





95




The Voting Agreement





95






PROPOSAL 2: THE CLOUDERA COMPENSATION PROPOSAL





96






PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING





97






SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





98






FUTURE STOCKHOLDER PROPOSALS





101






WHERE YOU CAN FIND MORE INFORMATION





102






MISCELLANEOUS





104





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SUMMARY



This summary highlights selected information from this proxy statement related to the merger of Project Sky Merger Sub Inc. with and into
Cloudera, Inc. (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 and
consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement (as defined below), along with all of the documents to which we refer in this proxy statement, as they contain
important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can
Find More Information.” The Merger Agreement is attached as Annex A to this proxy statement. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger.



Except as otherwise specifically noted in this proxy statement, “Cloudera,” “we,” “our,” “us,” the
“Company” and similar words refer to Cloudera, Inc. Throughout this proxy statement, we refer to Sky Parent Inc. as “Parent” and Project Sky Merger Sub Inc. as “Merger Sub.” In addition, throughout this proxy statement
we refer to the Agreement and Plan of Merger, dated June 1, 2021, by and among Parent, Merger Sub and Cloudera as the “Merger Agreement,” our common stock, par value $0.00005 per share, as “Cloudera common stock,” and the
holders of Cloudera common stock as “Cloudera Stockholders.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.






Parties Involved in the Merger





Cloudera, Inc.




Cloudera, a
Delaware corporation, sells subscriptions and services for its machine learning and analytics platform, optimized for the cloud. This platform delivers an integrated suite of capabilities for data management, machine learning and advanced analytics,
affording customers an agile, scalable and cost-effective solution for transforming their businesses. Founded in 2009 and headquartered in Palo Alto, California, Cloudera has been a leader in multi-function data management and analytics software.
Cloudera common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “CLDR.”





Sky Parent Inc.




Parent was formed on May 28, 2021, 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 the equity financing and debt financing in connection with the Merger.





Project Sky Merger Sub Inc.




Merger Sub is a wholly owned subsidiary of Parent and was formed on May 28, 2021, 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 the equity financing and debt financing in connection with the
Merger.



Parent and Merger Sub are each subsidiaries of investment funds advised by Clayton, Dubilier & Rice, LLC (“CD&R
Funds”) and Kohlberg Kravis Roberts & Co. L.P. (“KKR Funds”). The CD&R Funds are each affiliates of Clayton, Dubilier & Rice (“CD&R”) and the KKR Funds are each affiliates of Kohlberg Kravis
Roberts & Co.









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L.P. (“KKR”), each of which are leading U.S. based private equity investment firms. At the Effective Time (as defined in the section of this proxy statement captioned “—The
Merger”), the Surviving Corporation (as defined in the section of the proxy statement captioned “—The Merger”), will be indirectly owned by the CD&R Funds, the KKR Funds and certain of their affiliates.



In connection with the transactions contemplated by the Merger Agreement, (1) the CD&R Funds and the KKR Funds have provided Parent
with an aggregate equity commitment of $3.0 billion and (2) Parent has obtained debt financing commitments in an aggregate amount of $2.39 billion from JPMorgan Chase Bank, N.A., Bank of America, N.A., BofA Securities, Inc., KKR
Capital Markets LLC and KKR Corporate Lending LLC. Such amounts will be used to fund the aggregate purchase price required to be paid at the closing of the Merger and to also fund certain other payments (including the Required Amounts (as defined in
the section of this proxy statement captioned “—Financing of the Merger”)), subject to the terms and conditions of the Merger Agreement. In addition, the CD&R Funds and the KKR Funds have agreed to guarantee the payment of certain
liabilities and obligations of Parent and Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $296.6 million, 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 Cloudera, as specified in the Merger Agreement. For more information, please see the section of this proxy statement captioned “The Merger—Financing of
the Merger.”






The Merger



Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Cloudera and the separate corporate
existence of Merger Sub will cease, with Cloudera continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Surviving Corporation”). As a result of the Merger, Cloudera common stock will no longer be publicly
traded and will be delisted from the NYSE. In addition, Cloudera common stock will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Cloudera will no longer file periodic reports with the
United States Securities and Exchange Commission (the “SEC”). If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation. The time at which the Merger will become effective will occur upon the
filing of a certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provision of the General Corporation Law of the State of Delaware (the “DGCL”) (the time of such filing and the
acceptance for record by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Parent, Merger Sub and Cloudera and specified in the certificate of merger, being referred to herein as the “Effective
Time”).






Merger Consideration





Cloudera Common Stock




At the
Effective Time, each then outstanding share of Cloudera common stock (other than shares of Cloudera common stock (i) held by Cloudera as treasury stock, (ii) owned by Parent or Merger Sub, (iii) owned by any direct or indirect wholly
owned subsidiary of Parent or Merger Sub as of immediately prior to the Effective Time or (iv) held by Cloudera stockholders who have not voted in favor of the merger and who shall have properly and validly exercised their statutory rights of
appraisal in respect of such shares in accordance with Section 262 of the DGCL with respect to any such shares held by any such holder, collectively, the “Excluded Shares”) will be cancelled and extinguished and automatically
converted into the right to receive an amount in cash equal to $16.00 in cash, without interest (the “Per Share Merger Consideration”), less any applicable withholding taxes.









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At or prior to the Effective Time, Parent will deposit (or cause to be deposited) an amount
of cash equal to the aggregate Per Share Merger Consideration with a designated payment agent for payment to the holders of each outstanding share of Cloudera common stock owned by each Cloudera Stockholder (excluding, for the avoidance of doubt,
the Excluded Shares). For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures.”



After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights
as a stockholder (except that stockholders who properly exercise their appraisal rights may have the right to receive payment for the “fair value” of their shares determined pursuant to an appraisal proceeding, as contemplated by Delaware
law). For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”





Treatment of
Company Equity Awards





Company Options.

Each option granted under Cloudera’s equity incentive plans (each, a
“Company Option”) that is outstanding, vested and exercisable immediately prior to the Effective Time shall be cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to (i) the
excess of the Per Share Merger Consideration over the per share exercise price of such Company Option, times (ii) the number of shares of Cloudera common stock covered by such Company Option. This consideration is referred to herein as the
“Option Consideration.” Each Company Option that has a per share exercise price that is equal to or greater than the Per Share Merger Consideration shall be cancelled for no consideration as of the Effective Time.




Company RSU Awards and Company PSU Awards

. Each award of Cloudera restricted stock units that vests solely based on continued service
(each, a “Company RSU Award”) and each award of Cloudera restricted stock units with performance-based vesting conditions (each, a “Company PSU Award”) that is outstanding immediately prior to the Effective Time (and that does
not vest by its terms at the Effective Time) shall be cancelled and converted into the right to receive an amount in cash, less applicable withholding taxes, equal to (i) the Per Share Merger Consideration, times (ii) the number of shares
of Cloudera common stock covered by such award immediately prior to the Effective Time (in the case of Company PSU Awards, based on 100% of the shares underlying the award), payable on the same time-based vesting schedule as the related Company RSU
Award and Company PSU Award (without regard to any performance requirement). The foregoing consideration is referred to herein as the “RSU Consideration” and the “PSU Consideration,” respectively. Each Company RSU Award that
vests by its terms at the Effective Time shall be cancelled in exchange for the right to receive the Per Share Merger Consideration, less applicable withholding taxes, with respect to each share covered by such Company RSU Award, payable promptly
following the Effective Time (the “Vested RSU Consideration”).




Company ESPP.

In connection with the execution and
delivery of the Merger Agreement Cloudera took the following actions under its 2017 Employee Stock Purchase Plan (the “ESPP”): (i) ensured no new participants will commence participation in the ESPP after June 1, 2021; (ii) ensured no
participant will be allowed to increase his or her payroll contribution rate in effect as of June 1, 2021 or make separate

non-payroll

contributions on or following such date; and (iii) ensured no
new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after June 1, 2021. If the Effective Time is expected to occur prior to the end of the current purchase period, Cloudera must provide for an
earlier exercise date (including for purposes of determining the purchase price for the current purchase period). Such earlier exercise date will be as close to the Effective Time as is administratively practicable. The ESPP will terminate, in
accordance with its terms, no later than immediately prior to and effective as of the Effective Time.



For more information, please see
the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Outstanding Company Equity Awards.”









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Material U.S. Federal Income Tax Consequences of the Merger



The receipt of cash by Cloudera Stockholders in exchange for shares of Cloudera common stock in the Merger will be a taxable transaction to
Cloudera Stockholders for U.S. federal income tax purposes. Such receipt of cash by each Cloudera Stockholder that is a U.S. Holder (as defined under the section, “The Merger—Material U.S. Federal Income Tax Consequences of the
Merger”) will result in gain or loss in an amount equal to the difference between the amount of cash received in the Merger and the U.S. Holder’s adjusted tax basis in the shares of Cloudera common stock surrendered pursuant to the Merger
by such U.S. Holder.



A Cloudera Stockholder that is

a Non-U.S. Holder

(as defined under
the section, “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 Cloudera common stock for cash in the Merger unless

such Non-U.S. Holder

has certain connections to the United States or Cloudera is a United States real property holding corporation.



Cloudera Stockholders should read the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax
Consequences of the Merger.”



Cloudera Stockholders should consult their tax advisors in light of their particular circumstances and
any consequences relating to the Merger arising under U.S. federal, state, and local tax laws and

non-U.S.

tax laws.






Appraisal Rights



If the Merger is consummated and certain conditions are met, Cloudera Stockholders who continuously hold shares of Cloudera common stock
through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to
seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that Cloudera Stockholders may be entitled to have their shares of Cloudera common stock appraised by the Delaware Court of Chancery, and to
receive payment in cash of the “fair value” of their shares of Cloudera common stock, exclusive of any elements 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 (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” on the difference between the
amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal
process, Cloudera 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.



Cloudera 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 value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of Cloudera common stock.



To exercise appraisal rights, Cloudera Stockholders must: (i) submit a written demand for appraisal to Cloudera 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; (iii) continue to hold shares of Cloudera common stock of record through the Effective Time;
and (iv) strictly comply with all other procedures for exercising appraisal rights under the DGCL. Failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of
Chancery will dismiss appraisal proceedings in respect of Cloudera unless certain stock ownership conditions are satisfied by the Cloudera Stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further









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detail in this proxy statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the
DGCL is reproduced in Annex C to this proxy statement. If you hold your shares of Cloudera 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. For more information, please see the section of this proxy statement captioned “The Merger—Appraisal
Rights.”






Regulatory Approvals Required for the Merger





HSR Act, U.S. Antitrust Matters and Other Regulatory Approvals




Under the Merger Agreement, the Merger cannot be completed until the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated and approvals, consents, waivers or clearances under other antitrust laws or foreign investment laws have been obtained. Cloudera and Sky Parent Inc. made
the filings required under the HSR Act on June 15, 2021 and the applicable waiting period under the HSR Act expired at 11:59 p.m., Eastern time on July 15, 2021.





Other Regulatory Approvals




The
Merger is also subject to clearance or approval by the antitrust authorities in other jurisdictions, including the European Union, China, Costa Rica, Morocco and Turkey, and other relevant authorities under foreign investment laws. The Merger cannot
be completed until either Cloudera, CD&R and KKR obtain clearance to consummate the Merger or until the applicable waiting periods have expired or been terminated in such jurisdictions. Cloudera, CD&R and KKR, in consultation and cooperation
with each other, have made antitrust filings with the authorities of such jurisdictions.



For more information, please see the section of
this proxy statement captioned “The Merger—Regulatory Approvals Required for the Merger.”






Closing Conditions



The obligations of Cloudera, Parent and Merger Sub, as applicable, to consummate the Merger are subject to the satisfaction or waiver
of customary conditions, including (among other conditions), the following:













•



the adoption of the Merger Agreement by the requisite affirmative vote of stockholders;














•



the expiration or termination of the applicable waiting period under the HSR Act and the receipt of approvals,
consents, waivers or clearances under other antitrust laws and under foreign investment laws;














•



the absence of any laws or court orders making the Merger illegal or otherwise prohibiting the Merger;














•



in the case of Parent and Merger Sub, the absence, since the date of the Merger Agreement, of any continuing
change, event, effect or circumstance at Cloudera that is or would reasonably be expected to have a material adverse effect (with certain limitations) on (i) the ability of Cloudera and its subsidiaries (each, a “Cloudera Group
Member” and together, the “Cloudera Group”) to perform its material obligations under, or to consummate the transactions contemplated by the Merger Agreement or (ii) the business, financial condition or results of operations of
the Cloudera Group, taken as a whole;










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•



the accuracy of the representations and warranties of Cloudera, Parent and Merger Sub in the Merger Agreement,
subject to materiality qualifiers, as of the Effective Time or the date in respect of which such representation or warranty was specifically made; and














•



the performance in all material respects by Cloudera, Parent and Merger Sub of their respective obligations
required to be performed by them under the Merger Agreement at or prior to the Effective Time.







Financing
of the Merger



The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition. We
anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the closing of the Merger by Parent and Merger Sub under the Merger Agreement, will be
approximately $5.3 billion. This amount includes funds needed to: (1) pay Cloudera Stockholders the amounts due under the Merger Agreement for their Cloudera common stock, (2) make payments in respect of our outstanding Company RSU
Awards and Company PSU Awards payable at closing of the Merger pursuant to the Merger Agreement, (3) make payments in respect of our outstanding Company Options payable at closing of the Merger pursuant to the Merger Agreement and (4) to
refinance certain existing indebtedness of the Company (collectively, the “Required Amounts”).



The CD&R Funds and the KKR
Funds have committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash equal to $3.0 billion, subject to the terms and conditions set forth in equity commitment letters provided by such
fund, dated as of June 1, 2021 (the “Equity Commitment Letters”). Cloudera is an express third-party beneficiary of the Equity Commitment Letters solely with respect to enforcing Parent’s right to cause the commitment under the
Equity Commitment Letters by the CD&R Funds and the KKR Funds to be funded to Parent in accordance with the Equity Commitment Letters, and to cause Parent to enforce its rights against the CD&R Funds and the KKR Funds to perform its funding
obligations under the Equity Commitment Letters, in each case subject to (i) the limitations and conditions set forth in the Equity Commitment Letters and (ii) the terms and conditions of the Merger Agreement.



Pursuant to the limited guaranties delivered by the CD&R Funds and the KKR Funds in favor of Cloudera, dated as of June 1, 2021 (the
“Guaranties”), the CD&R Funds and the KKR Funds have agreed to guarantee the payment of certain liabilities and obligations of Parent and Merger Sub under the Merger Agreement, subject to an aggregate cap equal to $296.6 million,
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 Cloudera, as specified in the Merger Agreement.



In addition, in connection with the Merger Agreement, Merger Sub entered into a debt commitment letter, dated as of June 1, 2021 (as
amended, supplemented, amended and restated or otherwise modified, the “Debt Commitment Letter” and, together with the Equity Commitment Letters, the “Financing Letters”) with JPMorgan Chase Bank, N.A., Bank of America, N.A.,
BofA Securities, Inc., KKR Capital Markets LLC and KKR Corporate Lending LLC (the “Committed Lenders”), pursuant to which the Committed Lenders have committed to provide, upon certain terms and subject to certain conditions, Merger Sub
with Debt Financing (as defined in the section of this proxy statement captioned “The Merger—Financing of the Merger”) in an aggregate principal amount of $2.39 billion. For more information, please see the section of this proxy
statement captioned “The Merger—Financing of the Merger.” Subsequent to the entry into the Merger Agreement, on June 27, 2021, the Debt Commitment Letter was amended and restated to add Deutsche Bank AG New York Branch, Goldman Sachs
Lending Partners LLC, BNP Paribas, Barclays Bank PLC, Citicorp North America, Inc., Crédit Agricole Corporate and Investment Bank, MUFG Union Bank, N.A. and Sumitomo Mitsui Banking Corporation as additional financing sources under the debt
commitment letter.



Each of Parent and Merger Sub shall, and shall cause their respective subsidiaries and the CD&R Funds and the KKR
Funds to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be









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done, all things necessary, proper or advisable to consummate and obtain the financing described in the Financing Letters on the terms (including the market “flex” provisions) set forth
in the Financing Letters (or, in the case of the Debt Financing, on other terms and conditions that are acceptable to Parent, subject to certain restrictions set forth in the Merger Agreement).



Cloudera has agreed to use its reasonable best efforts to provide, and to cause its subsidiaries to use their reasonable best efforts to
provide, to Parent and Merger Sub such cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the financing contemplated by the Debt Commitment Letter, subject to the terms set forth in the Merger
Agreement. For more information, please see the section of this proxy statement captioned “The Merger Agreement—Cooperation with Debt Financing.”






Required Stockholder Approval



The affirmative vote of the holders of a majority of the outstanding shares of Cloudera common stock is required to adopt the Merger Agreement.
As of the Record Date, 148,066,293 votes constitute a majority of the outstanding shares of Cloudera common stock. Approval of the proposal to approve, on an

advisory (non-binding) basis,

the
compensation that may be paid or become payable to Cloudera’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation
Proposal”) and the proposal to adjourn the Special Meeting (the “adjournment proposal”), whether or not a quorum is present, requires the affirmative vote of a majority of the shares of Cloudera common stock present in person or
represented by proxy at the Special Meeting and entitled to vote on the subject matter. The approval of the Compensation Proposal is

advisory (non-binding) and

is not a condition to the completion of
the Merger.



As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate,
12,720,619 shares of Cloudera common stock, representing approximately 4.3% of the shares of Cloudera common stock outstanding as of the Record Date (and approximately 4.6% of the shares of Cloudera common stock outstanding when taking into account
Company Options held, in the aggregate, by our directors and executive officers). Concurrent with and as a condition to Parent entering into the Merger Agreement, Icahn Partners LP and Icahn Partners Master Fund LP (collectively, “Icahn”)
entered into a voting agreement with Parent and the Company, dated as of June 1, 2021 (the “Voting Agreement”). Icahn beneficially owns approximately 18% of the outstanding shares of Cloudera common stock. Pursuant to the Voting
Agreement, Icahn has agreed, among other things, to vote its shares of Cloudera common stock in favor of the proposal to adopt the Merger Agreement and against any competing transaction so long as the Merger Agreement has not been terminated and the
Board of Directors has not made a Company Board Recommendation Change (as defined and described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation;
Company Board Recommendation Change”). For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Voting Agreement.”



We currently expect that our directors and executive officers will vote all of their respective shares of Cloudera common stock: (1)
“

FOR

” the adoption of the Merger Agreement; (2) “

FOR

,” on an

advisory (non-binding) basis,

the Compensation Proposal; and (3) “

FOR

” the adjournment
proposal.






The Special Meeting





Date, Time and Place




A special
meeting of Cloudera Stockholders to consider and vote on the proposal to adopt the Merger Agreement will be held on August 25, 2021 at 7:00 a.m., Pacific time (the “Special Meeting”). Cloudera will hold the Special Meeting virtually via
the Internet at http://www.virtualshareholdermeeting.com/CLDR2021SM (the “virtual meeting website”). You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references
in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.









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Record Date; Shares Entitled to Vote




You are entitled to vote at the Special Meeting if you owned shares of Cloudera common stock at the close of business on July 1, 2021 (the
“Record Date”). Each holder of Cloudera common stock shall be entitled to one (1) vote for each such share owned at the close of business on the Record Date.





Quorum




As of the Record Date,
there were 296,132,583 shares of Cloudera common stock outstanding and entitled to vote at the Special Meeting. The holders of a majority of the shares of Cloudera common stock issued and outstanding and entitled to vote, present in person or
represented by proxy, will constitute a quorum at the Special Meeting.






Recommendation of the Cloudera Board of
Directors



The Board of Directors has unanimously: (i) determined that it is in the best interests of Cloudera and its
stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger
Agreement by Cloudera, the performance by Cloudera of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and
(iii) resolved to recommend that Cloudera Stockholders adopt the Merger Agreement.



The Board of Directors unanimously recommends
that you vote: (1) “

FOR

” the adoption of the Merger Agreement; (2) “

FOR

,” on an

advisory (non-binding) basis,

the Compensation Proposal; and (3)
“

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.



Prior to the adoption of the Merger Agreement by Cloudera Stockholders, under certain circumstances, the Board of Directors may withdraw or
change the foregoing recommendation if it determines in good faith (after consultation with its financial advisor and its outside legal counsel) that failure to do so would reasonably be expected to be inconsistent with the Board of Directors’
fiduciary duties to stockholders under applicable law. However, the Board of Directors cannot withdraw or change the foregoing recommendation unless it complies with certain procedures in the Merger Agreement, including, but not limited to,
providing written notice to Parent at least five (5) business days prior to the recommendation change, negotiating with Parent and its representatives in good faith over a three (3) business day period, after which the Board of Directors
shall have determined that the failure of the Board of Directors (or a committee thereof) to make a Company Board Recommendation Change (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger
Agreement—The Board of Directors’ Recommendation; Company Board Recommendation Change”) would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties to stockholders under applicable law. The
termination of the Merger Agreement by Cloudera following the Board of Directors’ authorization for Cloudera to enter into a definitive agreement to consummate an alternative transaction contemplated by a Superior Proposal (as defined in the
section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The “Go Shop” Period—Solicitation of Other Offers”) will result in the payment by Cloudera of a termination fee of $171,734,000
and, if such termination had occurred before the No Shop Period Start Date (or, with respect to an Excluded Party , prior to the

Cut-Off

Time) and certain other conditions set forth in the Merger Agreement had
been met, the Company would have been required to pay a termination fee of $92,472,000. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of
Directors’ Recommendation; Company Board Recommendation Change.”









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Opinion of Morgan Stanley & Co. LLC



In connection with the merger, Morgan Stanley & Co. LLC ( “Morgan Stanley”) rendered to the Board its oral opinion,
subsequently confirmed in writing, that as of May 31, 2021, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as
set forth in the written opinion, the Per Share Merger Consideration to be received by the holders of shares of Cloudera common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was fair from a financial point of
view to such holders of shares of Cloudera common stock, as set forth in such opinion as more fully described in the section of this proxy statement captioned “The Merger—Opinion of Morgan Stanley.”




The full text of the written opinion of Morgan Stanley, dated as of May 31, 2021, which sets forth, among other things, the
assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B 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 opinion. You are encouraged to read Morgan Stanley’s
opinion carefully and in its entirety. Morgan Stanley’s opinion was directed 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
by the holders of shares of Cloudera common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement 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 Cloudera stockholders should
vote at the special meeting.






Interests of Cloudera’s Directors and Executive Officers in the Merger



When considering the foregoing recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement,
Cloudera Stockholders should be aware that Cloudera’s directors and executive officers may have interests in the Merger that are different from, or in addition to, Cloudera Stockholders more generally. In (1) evaluating and negotiating the
Merger Agreement, (2) approving the Merger Agreement and the Merger and (3) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests, among other matters, to the
extent that these interests existed at the time. These interests include:













•



at the Effective Time, each Company Option, Company RSU Award and Company PSU Award held by an executive officer
or director will receive the treatment described in the section of this proxy statement captioned “The Merger—Interests of Cloudera’s Directors and Executive Officers in the Merger—Treatment of Company Equity Awards;”














•



eligibility of Cloudera’s executive officers to receive severance payments and benefits (including equity
award vesting acceleration) under their employment agreements with Cloudera, as described in more detail in the section of this proxy statement captioned “The Merger—Interests of Cloudera’s Directors and Executive Officers in the
Merger—Executive Employee Arrangements;” 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 Cloudera common stock
held by Cloudera directors and executive officers will be treated in the same manner as outstanding shares of Cloudera









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common stock held by all other stockholders. For more information, see the section of this proxy statement captioned “The Merger—Interests of Cloudera’s Directors and Executive
Officers in the Merger.”






Alternative Acquisition Proposals





The “Go Shop” Period—Solicitation of Other Acquisition Proposals




Under the Merger Agreement, from the date of the Merger Agreement until 11:59 p.m., Pacific time on July 1, 2021 (such date, the “No
Shop Period Start Date” and such period, the “Go Shop Period”), Cloudera, its affiliates and their respective representatives had the right to, among other things: (i) solicit, initiate, propose, induce, encourage or facilitate
the making, submission or announcement of, or knowingly encourage, facilitate or assist any proposal or inquiry that constitutes, could constitute or is reasonably expected to lead to, an Acquisition Proposal; (ii) subject to the entry into,
and solely in accordance with, an Acceptable Confidentiality Agreement (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The ‘Go Shop’ Period—Solicitation of Other
Offers”), provide

any non-public information

to, any third person with the intent to facilitate the making of an Acquisition Proposal (as defined in the section of this proxy statement captioned
“Proposal 1: Adoption of the Merger Agreement—The ‘Go Shop’ Period—Solicitation of Other Offers”); (iii) continue, enter into, maintain, participate or otherwise engage in discussions with any third person (and its
representatives and financing sources) with respect to an Acquisition Proposal (or any proposal or inquiry that could constitute or reasonably be expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in
or facilitate any such proposals, inquiries, offers, discussions or negotiations or any effort or attempt to make any Acquisition Proposal.





The
“No Shop” Period—No Solicitation of Other Acquisition Proposals




Under the Merger Agreement, from the No Shop Period
Start Date (or, with respect to an Excluded Party, the

Cut-Off

Time) until the Effective Time, Cloudera may not, directly or indirectly: (i) solicit, initiate, propose or induce or knowingly encourage,
facilitate or assist any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to any Acquisition Proposal; (ii) engage in discussions or negotiations with, or provide

any non-public information

to, any person relating to, an Acquisition Proposal; (iii) approve, endorse or recommend any Acquisition Proposal; or (iv) enter into any letter of intent or
contract relating to an Acquisition Transaction (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The ‘Go Shop’ Period—Solicitation of Other Offers”).



Notwithstanding the foregoing restrictions, under certain specified circumstances, from the No Shop Period Start Date until the adoption of
the Merger Agreement by Cloudera’s stockholders, Cloudera may, among other things, provide information to, and engage or participate in negotiations or substantive discussions with, a person in respect of a bona fide Acquisition Proposal, and
otherwise facilitate such Acquisition Proposal or assist such person (and its representatives, prospective debt and equity financing sources and/or their respective representatives) with such Acquisition Proposal (in each case, if requested by such
person) and such Acquisition Proposal did not result from the breach of Cloudera’s obligations, as described in the immediately preceding paragraph if (and only if), subject to complying with certain procedures described in the subsequent
paragraph, the Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial advisor and its outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would
reasonably likely lead to a Superior Proposal, and, in each case, the failure to take such actions in respect of such Acquisition Proposal would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties to
stockholders under applicable law. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The ‘No Shop’ Period—No Solicitation of Other Offers.”









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Prior to the adoption of the Merger Agreement by Cloudera’s stockholders, Cloudera is
entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal if it complies with certain procedures in the Merger Agreement, including, but not limited to, negotiating with Parent in good
faith over a five (5) business day period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes a “Superior Proposal” relative to the transactions contemplated by
the Merger Agreement, as amended pursuant to such negotiations.



The termination of the Merger Agreement by Cloudera following the Board
of Directors’ authorization for Cloudera to enter into a definitive agreement to consummate an alternative transaction contemplated by a Superior Proposal will result in the payment by Cloudera of a termination fee of $171,734,000. If such
termination had occurred before the No Shop Period Start Date (or, with respect to an Excluded Party, prior to the

Cut-Off

Time), and the Company had complied in all material respects with the

non-solicitation

provisions set forth in the Merger Agreement, the Company would have been required to pay a termination fee of $92,472,000. For more information, please see the section of this proxy statement
captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Company Board Recommendation Change.”






Termination of the Merger Agreement



In addition to the circumstances described above, Parent and Cloudera have certain rights to terminate the Merger Agreement under customary
circumstances, including by mutual agreement, the imposition of laws

or non-appealable court

orders that make the Merger illegal or otherwise prohibit the Merger, an uncured breach of the Merger
Agreement by the other party, if the Merger has not been consummated by 11:59 p.m., Pacific time on March 1, 2022 (the “Termination Date”) (as further described in the section of this proxy statement captioned “Proposal 1:
Adoption of the Merger Agreement—Termination of the Merger Agreement”), or if Cloudera Stockholders fail to adopt the Merger Agreement at the Special Meeting (or any adjournment or postponement thereof). Under certain specified
circumstances, (i) Cloudera is required to pay Parent a termination fee equal to $171,734,000 (if termination had occurred before the No Shop Period Start Date (or, with respect to an Excluded Party, prior to the

Cut-Off

Time) and certain other conditions set forth in the Merger Agreement had been met, the Company would have been required to pay a termination fee of $92,472,000); and (ii) Parent is required to pay
Cloudera a termination fee equal to $290,626,000. Please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fee.”






Effect on Cloudera if the Merger Is Not Completed



If the Merger Agreement is not adopted by Cloudera Stockholders, or if the Merger is not completed for any other reason:



(i)        the stockholders will not be entitled to, nor will they receive, any payment
for their respective shares of Cloudera common stock pursuant to the Merger Agreement;



(ii)        (a) Cloudera will remain an independent public company;
(b) Cloudera common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (c) Cloudera will continue to file periodic reports with the SEC; and



(iii)        under certain specified circumstances, Cloudera will be required to pay
Parent a termination fee of $171,734,000 (if termination had occurred before the No Shop Period Start Date (or, with respect to an Excluded Party, prior to the

Cut-Off

Time) and certain other conditions set
forth in the Merger Agreement had been met, the Company would have been required to pay a termination fee of $92,472,000), upon the termination of the Merger Agreement. For more information, please see the section of this proxy statement captioned
“Proposal 1: Adoption of the Merger Agreement—Termination Fee.”









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The Voting Agreement



Icahn Partners LP and Icahn Partners Master Fund LLP (collectively, “Icahn”), which collectively own approximately 18% of the
outstanding Cloudera common stock as of June 1, 2021, entered into the Voting Agreement with Parent and the Company. Pursuant to the Voting Agreement, Icahn has agreed, among other things, to vote its shares of Cloudera common stock in favor of
the Merger and the adoption of the Merger Agreement, to vote the Voting Agreement Shares against any Acquisition Proposal (as defined in the Merger Agreement), and, if the Company and Parent agree to effectuate the transactions contemplated by the
Merger Agreement by means of a tender offer, tender the Voting Agreement shares.









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QUESTIONS AND ANSWERS



The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting.
These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including,
but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information
incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”




Q: Why am I receiving these materials?



A: The Board of Directors is furnishing this proxy statement and form of proxy card to the holders of shares of Cloudera common stock in
connection with the solicitation of proxies to be voted at the Special Meeting.




Q: When and where is the Special Meeting?



A: Cloudera will hold the Special Meeting virtually via the Internet at the virtual meeting website. You will not be able to attend the Special
Meeting physically in person.




Q: What am I being asked to vote on at the Special Meeting?



A: You are being asked to vote on the following proposals:













•



to adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Cloudera, and Cloudera will
become a wholly owned subsidiary of Parent;














•



to approve, on an

advisory (non-binding) basis,

the
Compensation Proposal; and














•



to approve the adjournment of the Special Meeting to a later date or dates, 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.





Q: Who
is entitled to vote at the Special Meeting?



A: Stockholders as of the Record Date are entitled to notice of the Special Meeting and to
vote at the Special Meeting. Each holder of Cloudera common stock shall be entitled to cast one (1) vote on each matter properly brought before the Special Meeting for each such share owned at the close of business on the Record Date.




Q: May I attend the Special Meeting and vote in person?



A: Yes. If you are a stockholder of record, you may attend the Special Meeting virtually via the Internet at the virtual meeting website on
August 25, 2021 and complete a virtual ballot, whether or not you sign and return your proxy card. If you are a stockholder of record, you will need your assigned

16-digit

control number to vote shares
electronically at the Special Meeting. The control number can be found on the proxy card, voting instruction form, or other applicable proxy notices.



Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting, we encourage
you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the
Special Meeting and complete a virtual ballot, your vote will revoke any proxy previously submitted.





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If you hold your shares in “street name,” you should instruct your bank, broker or
other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the
Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.




Q: What will I receive if the Merger is completed?



A: Upon completion of the Merger, you will be entitled to receive the Per Share Merger Consideration of $16.00 in cash, without interest, less
any applicable withholding taxes, for each share of Cloudera common stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL. For example, if you own 100 shares of Cloudera common stock, you will
receive $1,600 in cash in exchange for your shares of Cloudera common stock, less any applicable withholding taxes.



Additionally, the
Merger Agreement provides that each Company Option that is outstanding and vested immediately prior to the Effective Time will be cancelled and converted into the right to receive the Option Consideration. Each Company Option that has a per share
exercise price that is equal to or greater than the Per Share Merger Consideration shall be cancelled for no consideration as of the Effective Time.



Each Company RSU Award and each Company PSU Award that is outstanding immediately prior to the Effective Time (and that does not vest by its
terms at the Effective Time) shall be cancelled and converted into the right to receive the RSU Consideration and the PSU Consideration, respectively, payable on the same time-based vesting schedule as the related Company RSU Award and Company PSU
Award (without regard to any performance requirement). Each Company RSU Award that vests by its terms at the Effective Time shall be cancelled in exchange for the right to receive Vested RSU Consideration.




Q: What vote is required to adopt the Merger Agreement?



A: The affirmative vote of the holders of a majority of the outstanding shares of Cloudera common stock is required to adopt the Merger
Agreement.



If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy
card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote in person by virtual ballot at the Special Meeting will have the same effect as a vote
“

AGAINST

” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your
shares will have the same effect as a vote “

AGAINST

” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “

AGAINST

” the proposal
to adopt the Merger Agreement. Each

“broker non-vote” will

also have the same effect as a vote “

AGAINST

” the proposal to adopt the Merger Agreement but will have no effect
on the Compensation Proposal or any proposal to 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.

If you properly
sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on
an advisory





(non-binding)





basis, the Compensation Proposal; and (3) “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

.





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Q: Have any Cloudera Stockholders already agreed to approve the proposal to adopt the Merger Agreement?



A: Yes. Icahn, which collectively owns 52,327,391 shares of Cloudera common stock representing approximately 18% of the outstanding
shares of Cloudera common stock as of June 1, 2021, has entered into the Voting Agreement with Parent. Pursuant to the Voting Agreement, Icahn has agreed, among other things, to vote all shares of Cloudera common stock in favor of the proposal
to adopt the Merger Agreement and against any competing transaction so long as the Merger Agreement has not been terminated and the Board of Directors has not made a Company Board Recommendation Change. For more information, see the section of this
proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Voting Agreement.”




Q: What happens if the Merger is not
completed?



A: 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 Cloudera common stock. Instead, Cloudera will remain an independent public company, Cloudera common stock will continue to be listed and traded on the NYSE and registered under the
Exchange Act, and we will continue to file periodic reports with the SEC.



Under specified circumstances, Cloudera will be required to pay
Parent a termination fee of $171,734,000 (if termination had occurred before the No Shop Period Start Date (or, with respect to an Excluded Party, prior to the

Cut-Off

Time) and certain other conditions set
forth in the Merger Agreement had been met, the Company would have been required to pay a termination fee of $92,472,000), upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1:
Adoption of the Merger Agreement—Termination Fee.”




Q: Why are the stockholders being asked to cast an

advisory (non-binding) vote

to approve the Compensation Proposal?



A: The Exchange
Act and applicable SEC rules thereunder require Cloudera to seek an

advisory (non-binding) vote

with respect to certain payments that could become payable to its named executive officers in
connection with the Merger.




Q: What vote is required to approve the Compensation Proposal?



A: The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Special Meeting and
entitled to vote on the subject matter is required for approval of the Compensation Proposal.




Q: What will happen if the stockholders do not approve
the Compensation Proposal at the Special Meeting?



A: Approval of the Compensation Proposal is not a condition to the completion of the
Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Cloudera. Therefore, if the other requisite stockholder approvals are obtained and the Merger is completed, the amounts payable under the
Compensation Proposal will continue to be payable to Cloudera’s named executive officers in accordance with the terms and conditions of the applicable agreements.




Q: What do I need to do now?



A: You
should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain
important information about, among other things, the Merger and how it





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affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone
(using the instructions provided in the enclosed proxy card), so that your shares can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the voting instruction
forms provided by your bank, broker or other nominee to vote your shares.




Q: Should I surrender my book-entry shares now?



A: No. After the Merger is completed, the payment agent will send each holder of record a letter of transmittal and written instructions that
explain how to exchange shares of Cloudera common stock represented by such holder’s book-entry shares for merger consideration.




Q: What happens
if I sell or otherwise transfer my shares of Cloudera common stock after the Record Date but before the Special Meeting?



A: The Record
Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Cloudera common stock after the Record Date but before the Special Meeting,
unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Cloudera in writing of such special arrangements, you will transfer the right
to receive the Per Share Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer
your shares of Cloudera common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone (using the
instructions provided in the enclosed proxy card).




Q: What is the difference between holding shares as a stockholder of record and as a beneficial
owner?



A: If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect
to those shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by Cloudera.



If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Cloudera
common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial
owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record,
you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.




Q:
How may I vote?



A: If you are a stockholder of record (that is, if your shares of Cloudera common stock are registered in your name
with Computershare, our transfer agent), there are four (4) ways to vote:













•



by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope;














•



by visiting the Internet at the address on your proxy card;














•



by calling toll-free (within the U.S. or Canada) at the phone number on your proxy card; or














•



by attending the Special Meeting virtually via the Internet at the virtual meeting website and completing a
virtual ballot.






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A control number, located on your proxy card, is designed to verify your identity and allow
you to vote your shares of Cloudera common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).
Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may
incur costs such as Internet access and telephone charges for which you will be responsible.



Even if you plan to attend the Special
Meeting in person, you are strongly encouraged to vote your shares of Cloudera common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of
Cloudera common stock in person by virtual ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by virtual ballot, your previous vote by proxy will not be counted.



If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or
other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the
Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.




Q: If my broker holds my shares in “street name,” will my broker vote my shares for me?



A: No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special
Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals,
which will have the same effect as if you voted against adoption of the Merger Agreement but will have no effect on the Compensation Proposal or the adjournment proposal.




Q: May I change my vote after I have mailed my signed and dated proxy card?



A: Yes. 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:













•



signing another proxy card with a later date and returning it to us prior to the Special Meeting;














•



submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted
proxy;














•



delivering a written notice of revocation to the Secretary of Cloudera; or














•



by attending the Special Meeting virtually via the Internet at the virtual meeting website and completing a
virtual ballot.




If you hold your shares of Cloudera 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.




Q: What is a proxy?



A: A proxy is your
legal designation of another person to vote your shares of Cloudera common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to
designate a proxy to vote your shares of Cloudera common stock is called a “proxy card.” Robert Bearden, our Chief Executive Officer and a member of our Board of Directors, and Jim Frankola, our Chief Financial Officer, or either of them,
are the proxy holders for the Special Meeting, each with full power of substitution

and re-substitution.





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Q: If a stockholder gives a proxy, how are the shares voted?



A: Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the
way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come
before the Special Meeting.



If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a
matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an

advisory (non-binding) basis,

the
Compensation Proposal; and (3) “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.




Q: What should I do if I receive more than one (1) set of voting materials?



A: Please sign, date and return (or grant your proxy electronically over the Internet or by telephone using the instructions provided in the
enclosed proxy card) each proxy card and voting instruction card that you receive.



You may receive more than one (1) set of voting
materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one (1) brokerage account, you will receive a separate voting instruction card
for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one (1) name, you will receive more than one (1) proxy card.




Q: Where can I find the voting results of the Special Meeting?



A: Cloudera intends to publish final voting results in a Current Report on

Form 8-K to

be
filed with the SEC following the Special Meeting. All reports that Cloudera files with the SEC are publicly available when filed. For more information, please see the section of this proxy statement captioned “Where You Can Find More
Information.”




Q: Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the Merger?



A: If you are a U.S. holder (as defined under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”), the
exchange of Cloudera common stock for cash pursuant to the Merger generally will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you received
pursuant to the Merger and you adjusted tax basis in the shares of common stock surrendered pursuant to the Merger.



A

Non-U.S.

Holder (as defined under “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
Cloudera common stock for cash in the Merger unless such

Non-U.S.

Holder has certain connections to the United States.



You should consult your own tax advisor to determine the U.S. federal income tax consequences of the Merger to you in light of your own
particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of certain U.S. federal income tax consequences of the Merger is provided under the caption
“The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”





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Q: When do you expect the Merger to be completed?



A: We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger in the second half of 2021.
However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control.




Q: Who can help answer my questions?



A:
If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Cloudera common stock, please contact our
proxy solicitor:



MacKenzie Partners, Inc.



1407 Broadway, 27

th

Floor



New York, NY 10018



Banks and
Brokers Call: (212)

929-5500



All Others Call: (800)

322-2885





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FORWARD-LOOKING STATEMENTS



This proxy statement, and any document to which Cloudera refers in this proxy statement, contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, 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, Parent and Merger Sub, 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 Merger or to make or take any filing or other action required to consummate the Merger 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:













•



the completion of the Merger 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 Merger;














•



conditions to the closing of the Merger may not be satisfied;














•



the Merger may involve unexpected costs, liabilities or delays;














•



the outcome of any legal proceedings related to the Merger;














•



the failure by Parent and Merger Sub to obtain the necessary debt financing arrangements set forth in the
commitment letters received in connection with the Merger;














•



the impact of the

COVID-19

pandemic on Cloudera’s business and
general economic conditions;














•



Cloudera’s ability to implement its business strategy;














•



significant transaction costs associated with the Merger;














•



potential litigation relating to the Merger;














•



the risk that disruptions from the Merger will harm Cloudera’s business, including current plans and
operations;














•



the ability of Cloudera to retain and hire key personnel;














•



potential adverse reactions or changes to business relationships resulting from the announcement or completion of
the Merger;














•



legislative, regulatory and economic developments affecting Cloudera’s business;














•



general economic and market developments and conditions;














•



potential business uncertainty, including changes to existing business relationships, during the pendency of the
Merger that could affect Cloudera’s financial performance;






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•



restrictions during the pendency of the Merger that may impact Cloudera’s ability to pursue certain business
opportunities or strategic transactions;














•



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;














•



changes in tax laws or in Cloudera’s effective tax rate; and














•



such other risks and uncertainties described more fully in documents filed with or furnished to the SEC by
Cloudera, including its Annual Report on Form

10-K

previously filed with the SEC on March 25, 2021 and its Quarterly Report on Form

10-Q

previously filed with the
SEC on June 4, 20210.




All information provided in this proxy statement is as of the date hereof and Cloudera
undertakes no duty to update this information except as required by law.





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THE SPECIAL MEETING



You are receiving this proxy statement because our board of directors is soliciting your proxy to vote your shares at the Special Meeting with
respect to the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.






Date, Time and Place



The Special Meeting will be held on August 25, 2021 at 7:00 a.m., Pacific time. Due to the possible public health impact of the

coronavirus (COVID-19) and

to support the well-being of our employees and stockholders, Cloudera will hold the special meeting virtually via the Internet at the virtual meeting website. You will not be
able to attend the Special Meeting physically in person.






Purpose of the Special Meeting



At the Special Meeting, we will ask stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an

advisory (non-binding) basis,

the Compensation Proposal; and (iii) adjourn 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.






Record Date; Outstanding Shares; Quorum



Only holders of record of our common stock at the close of business on the record date, which is July 1, 2021, will be entitled to notice of
and to vote at the Special Meeting. As of the close of business on the record date, there were 296,132,583 shares of our common stock outstanding and entitled to vote, held of record by approximately 88 stockholders.



Pursuant to our bylaws, the holders of a majority of the voting power of the shares of common stock issued and outstanding and entitled to
vote at the Special Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. Each of our stockholders is entitled to one vote for each outstanding share of common stock held as of the record date
on each matter properly submitted to the stockholders for their vote. For at least ten days prior to the Special Meeting, a complete list of stockholders entitled to vote at the Special Meeting will be available upon written request by any
stockholder for any purpose germane to the meeting. Requests should be sent to Cloudera, Inc. at investor-relations@cloudera.com. The stockholder list will also be available during the Special Meeting for those with a control number at
www.virtualshareholdermeeting.com/CLDR2021SM.




Attending the Meeting



Our Special Meeting will be a virtual meeting. To attend, go to www.virtualshareholdermeeting.com/CLDR2021SM and follow the instructions
provided. You will need the control number printed on your Notice of Internet Availability of Proxy Materials or, if you requested paper materials, your proxy card, in order to join the meeting. We recommend you join the meeting 15 minutes before
the meeting is scheduled to begin. If you encounter any difficulties accessing the virtual meeting during the

check-in

or meeting time, please call the technical support number that will be posted on the
Virtual Shareholder Meeting log in page.






Vote Required; Abstentions and

Broker Non-Votes




The affirmative vote of the holders of a majority of the outstanding
shares of Cloudera common stock is required to adopt the Merger Agreement. As of the Record Date, 148,066,293 votes constitute a majority of the outstanding shares of Cloudera common stock. Adoption of the Merger Agreement by stockholders is a
condition to the closing of the Merger.





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The affirmative vote of the holders of a majority of the shares present in person or
represented by proxy at the Special Meeting and entitled to vote on the subject matter is required to approve, on an

advisory (non-binding) basis,

the Compensation Proposal.



Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of
the shares present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.



If a stockholder
abstains from voting, that abstention will have the same effect as if the stockholder voted “

AGAINST

” the proposal to adopt the Merger Agreement and “

AGAINST

” the proposal to approve, on an

advisory (non-binding) basis,

the Compensation Proposal. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the
stockholder voted “

AGAINST

” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.



Each

“broker non-vote” will

have the same effect as a vote
“

AGAINST

” the proposal to adopt the Merger Agreement but will have no effect on the Compensation Proposal or any proposal to 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.


A so-called “broker non-vote” results


when banks,
brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the
matter and have not received specific voting instructions from the beneficial owner of such shares. Cloudera does not expect any

broker non-votes at

the Special Meeting because the rules applicable
to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is

considered non-routine.

As a result, no broker will be permitted to vote your shares of Cloudera common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how
to vote your shares will have the same effect as a vote “against” the proposal to adopt the Merger Agreement.






Stock Ownership and Interests of Certain Persons





Shares Held by Cloudera’s Directors and Executive Officers




As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 12,720,619 shares
of Cloudera common stock, representing approximately 4.3% of the shares of Cloudera common stock outstanding on the Record Date (and approximately 4.6% of the total shares of Cloudera common stock outstanding when taking into account Company Options
held, in the aggregate, by our directors and executive officers).



We currently expect that our directors and executive officers will
vote all of their respective shares of Cloudera common stock (1) “

FOR

” the adoption of the Merger Agreement, (2) “

FOR

,” on an

advisory (non-binding) basis,

the
Compensation Proposal, and (3) “

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.





Shares Held by Icahn




Icahn, which collectively owns 52,327,391 shares of Cloudera common stock representing approximately 18% of the outstanding Cloudera common
stock as of June 1, 2021, has entered into the Voting Agreement with Parent and the Company. Pursuant to the Voting Agreement, Icahn has agreed, among other things, to vote its shares of Cloudera common stock in favor of the proposal to adopt
the Merger Agreement and against any competing transaction so long as the Merger Agreement has not been terminated and the Board of Directors has





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not made a Company Board Recommendation Change. For more information, see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Voting
Agreement.”






Voting of Proxies



If your shares are registered in your name with our transfer agent, Computershare, you may cause your shares to be voted by returning a signed
and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy
card). You must have the enclosed proxy card available and follow the instructions on the proxy card in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy
holders will vote your shares according to your directions.



If you plan to attend the Special Meeting and wish to vote in person, you
will be given a virtual ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by
virtual ballot, your vote will revoke any previously submitted proxy.



Voting instructions are included on your proxy card. All shares
represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting
instructions will be voted: (1) “

FOR

” adoption of the Merger Agreement; (2) “

FOR

,” on an

advisory (non-binding) basis,

the Compensation Proposal; and (3)
“

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.



If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other
nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is
provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or
other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or
other nominee, it will have the same effect as if you voted “

AGAINST

” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the adjournment proposal.






Revocability of Proxies



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:













•



signing another proxy card with a later date and returning it to us prior to the Special Meeting;














•



submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted
proxy;














•



delivering a written notice of revocation to the Secretary of Cloudera; or














•



attending the Special Meeting virtually via the Internet at the virtual meeting website and completing a virtual
ballot.




If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your
prior proxy, provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.





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If you hold your shares of Cloudera 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.



Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow
stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.






Board of Directors’ Recommendation



The Board of Directors has unanimously: (i) determined that it is in the best interests of Cloudera and its stockholders, and declared it
advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by Cloudera, the
performance by Cloudera of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that
Cloudera Stockholders adopt the Merger Agreement.




The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the
Merger Agreement; (2) “FOR,” on an

advisory (non-binding) basis,

the Compensation Proposal; and (3) “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.






Solicitation of Proxies



The expense of soliciting proxies will be borne by Cloudera. We have retained MacKenzie Partners, Inc.
(“MacKenzie Partners”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $18,500 plus expenses. We will also indemnify MacKenzie Partners against losses arising out of its
provision of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be
solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.






Anticipated Date of Completion of the Merger



Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger
Agreement, we anticipate that the Merger will be consummated in the second half of 2021.






Appraisal Rights



If the Merger is consummated, stockholders who continuously hold shares of Cloudera common stock through the Effective Time, who do not vote in
favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with
the Merger under Section 262 of the DGCL. This means that holders of shares of Cloudera common stock who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner
prescribed by Section 262 of the DGCL may 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 Cloudera common stock, exclusive of any
elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any, (or in





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certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” on the difference between the amount determined to
be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who
wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and 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 value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.



To exercise your appraisal rights, you must: (i) submit a written demand for appraisal to Cloudera before the vote is taken on the
adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold your shares of Cloudera common stock of record through the Effective Time; and
(iv) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your
appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for
exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of
the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of Cloudera common stock through a bank,
brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage
firm or nominee.






Delisting and Deregistration of Cloudera Common Stock



If the Merger is completed, the shares of Cloudera common stock will be delisted from the NYSE and deregistered under the Exchange Act, and
shares of Cloudera common stock will no longer be publicly traded.






Other Matters



At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting,
your shares of Cloudera common stock will be voted in accordance with the discretion of the appointed proxy holders.






Householding of Special Meeting Materials



Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two (2) or more
stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate
information received at your household and helps to reduce our expenses.



If you would like to receive your own set of our disclosure
documents, please contact us using the instructions set forth below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using
the instructions set forth below.





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If you are a stockholder of record, you may contact us by writing to Cloudera at 5470 Great
America Parkway, Santa Clara, California 94306. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares,
please contact your bank, broker or other nominee directly.






Questions and Additional Information



If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy
statement or need help voting your shares of Cloudera common stock, please contact our proxy solicitor:



MacKenzie Partners, Inc.



1407 Broadway, 27

th

Floor



New York, NY 10018



Banks and
Brokers Call: (212)

929-5500



All Others Call: (800)

322-2885





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THE MERGER



This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as
Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the
Merger and how it affects you.






Parties Involved in the Merger





Cloudera, Inc.




5470 Great America Parkway



Santa Clara, California 95054



(650) 362-0488



Cloudera, a Delaware corporation, sells subscriptions and services for its machine learning and analytics platform, optimized for the cloud.
This platform delivers an integrated suite of capabilities for data management, machine learning and advanced analytics, affording customers an agile, scalable and cost-effective solution for transforming their businesses. Founded in 2009 and
headquartered in Palo Alto, California, Cloudera has been a leader in multi-function data management and analytics software. Cloudera common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “CLDR.”





Sky Parent Inc.




c/o Clayton,
Dubilier & Rice, LLC



375 Park Avenue, 18th Floor



New York, NY 10152



(212) 407-5200



c/o Kohlberg Kravis Roberts & Co. L.P.



2800 Sand Hill
Road, Suite 200



Menlo Park, CA 94025



(212) 750-8300



Parent was formed on May 28, 2021, 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 the equity financing and debt financing in connection with the Merger.





Project Sky Merger Sub Inc.




c/o Clayton,
Dubilier & Rice, LLC



375 Park Avenue, 18th Floor



New York, NY 10152



(212) 407-5200



c/o Kohlberg Kravis Roberts & Co. L.P.



2800 Sand Hill
Road, Suite 200



Menlo Park, CA 94025



(212) 750-8300



Merger Sub is a wholly owned subsidiary of Parent and was formed on May 28, 2021, 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 the equity financing and debt financing in
connection with the Merger.





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Parent and Merger Sub are each subsidiaries of the CD&R Funds and the KKR Funds. At the
Effective Time, Surviving Corporation, will be indirectly owned by the CD&R Funds and the KKR Funds.



In connection with the
transactions contemplated by the Merger Agreement, (1) the CD&R Funds and the KKR Funds have provided Parent with an aggregate equity commitment of $3.0 billion and (2) Parent has obtained debt financing commitments in an
aggregate amount of $2.39 billion from JPMorgan Chase Bank, N.A., Bank of America, N.A., BofA Securities, Inc., KKR Capital Markets LLC and KKR Corporate Lending LLC. Such amounts will be used to fund the aggregate purchase price required to be
paid at the closing of the Merger and to also fund certain other payments (including the Required Amounts (as defined in the section of this proxy statement captioned “—Financing of the Merger”)), subject to the terms and conditions
of the Merger Agreement. In addition, the CD&R Funds and the KKR Funds have agreed to guarantee the payment of certain liabilities and obligations of Parent and Merger Sub under the Merger Agreement, subject to an aggregate cap equal to
$296.6 million, 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 Cloudera, as specified in the
Merger Agreement. For more information, please see the section of this proxy statement captioned “The Merger—Financing of the Merger.”






Effect of the Merger



Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into
Cloudera and the separate corporate existence of Merger Sub will cease, with Cloudera continuing as the Surviving Corporation. As a result of the Merger, Cloudera will become a wholly owned subsidiary of Parent, and Cloudera common stock will no
longer be publicly traded and will be delisted from the NYSE. In addition, Cloudera common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any
shares of the capital stock of the Surviving Corporation.



The Effective Time will occur upon the filing of a certificate of merger with
the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).






Effect on Cloudera If the Merger Is Not Completed



If the Merger Agreement is not adopted by stockholders, or if the Merger is not completed for any other reason:



(i)    the stockholders will not be entitled to, nor will they receive, any payment for their respective
shares of Cloudera common stock pursuant to the Merger Agreement;



(ii)    (a) Cloudera will remain an
independent public company; (b) Cloudera common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (c) Cloudera will continue to file periodic reports with the SEC;



(iii)    we anticipate that (a) management will operate the business in a manner similar to that in
which it is being operated today and (b) stockholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including, but not limited to, risks and uncertainties with respect to
Cloudera’s business, prospects and results of operations, as such may be affected by, among other things, the highly competitive industry in which Cloudera operates and economic conditions;



(iv)    the price of Cloudera common stock may decline significantly, and if that were to occur, it is
uncertain when, if ever, the price of Cloudera common stock would return to the price at which it trades as of the date of this proxy statement;



(v)    the Board of Directors will continue to evaluate and review Cloudera’s business operations,
strategic direction and capitalization, among other things, and will make such changes as are deemed





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appropriate; irrespective of these efforts, it is possible that no other transaction acceptable to the Board of Directors will be offered or that Cloudera’s business, prospects and results
of operations will be adversely impacted; and



(vi)    under specified circumstances, Cloudera will be
required to pay Parent a termination fee of $171,734,000 (if termination had occurred before the No Shop Period Start Date (or, with respect to an Excluded Party, prior to the

Cut-Off

Time) and certain other
conditions set forth in the Merger Agreement had been met, the Company would have been required to pay a termination fee of $92,472,000), upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned
“Proposal 1: Adoption of the Merger Agreement—Termination Fee.”






Merger Consideration





Cloudera Common Stock




At the
Effective Time, each share of Cloudera common stock (other than Excluded Shares, which include, among other things, shares of Cloudera common stock owned by stockholders who have properly and validly exercised their statutory rights of appraisal in
accordance with Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, less any applicable withholding
taxes.



After the Merger is completed, you will have the right to receive the Per Share Merger Consideration in respect of each share of
Cloudera common stock that you own (less any applicable withholding taxes), but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the
“fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”





Treatment of Company Equity Awards




The Merger Agreement provides that each Company Option that is outstanding and vested immediately prior to the Effective Time will be cancelled
and converted into the right to receive the Option Consideration. Each Company Option that has a per share exercise price that is equal to or greater than the Per Share Merger Consideration shall be cancelled for no consideration as of the Effective
Time.



Each Company RSU Award and each Company PSU Award that is outstanding immediately prior to the Effective Time (and that does not
vest by its terms at the Effective Time) shall be cancelled and converted into the right to receive the RSU Consideration and the PSU Consideration, respectively, payable on the same time-based vesting schedule as the related Company RSU Award and
Company PSU Award (without regard to any performance requirement). Each Company RSU Award that vests by its terms at the Effective Time shall be cancelled in exchange for the right to receive the Vested RSU Consideration.



In connection with the execution and delivery of the Merger Agreement, Cloudera took the following actions under the ESPP: (i) ensured no
new participants will commence participation in the ESPP after June 1, 2021; (ii) ensured no participant will be allowed to increase his or her payroll contribution rate in effect as of June 1, 2021 or make separate

non-payroll

contributions on or following such date; and (iii) ensured no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after June 1, 2021. If the
Effective Time is expected to occur prior to the end of the current purchase period, Cloudera must provide for an earlier exercise date (including for purposes of determining the purchase price for the current purchase period). Such earlier exercise
date will be as close to the Effective Time as is administratively practicable. The ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time.





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Background of the Merger




Events Leading Up to the Merger Agreement



As part of Cloudera’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board of Directors and
Cloudera’s senior management periodically review, consider and assess Cloudera’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review includes, among
other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives.



On January 3, 2019, Cloudera completed its previously announced

all-stock

business combination
transaction with Hortonworks, Inc., a Delaware corporation (“Hortonworks”). The price per share of Cloudera common stock on the New York Stock Exchange as of the close of trading on that date was $10.37 per share.



From time to time in 2019 following the closing of the business combination with Hortonworks, representatives of KKR and members of senior
management of Cloudera met to discuss the market generally and Cloudera’s business and performance after the business combination with Hortonworks. These interactions were based on longstanding relationships between members of senior management
at Hortonworks and representatives of KKR.



On June 5, 2019, Cloudera announced fiscal first quarter 2020 results following the
Cloudera-Hortonworks merger, reduced its full-year guidance for 2020 and announced the resignation of its then current CEO.



Based on
Cloudera’s performance post-merger, in early June 2019, following the review and approval of the Board of Directors, Cloudera engaged Morgan Stanley as its financial advisor in connection with a review of certain potential strategic
alternatives, including a potential “PIPE” transaction and the possible sale of Cloudera. The Board of Directors selected Morgan Stanley in connection with such strategic review based on its qualifications and its experience in the
software industry, as well as its familiarity with Cloudera.



On June 13, 2019, Morgan Stanley, acting on behalf of Cloudera and at
the direction of the Board of Directors, reached out to representatives of KKR and invited KKR to present to the Board of Directors regarding its views on potential strategic alternatives available to Cloudera, given KKR’s familiarity with
Cloudera’s business.



On June 20, 2019, representatives of KKR gave an informational presentation to the Board of Directors
describing the types of potential transactions involving Cloudera that a financial sponsor might be interested in pursuing. No specific transaction was discussed and no proposal was made by KKR at that time. Representatives of KKR also conveyed to
the Board of Directors at that meeting that it may not be an ideal time for Cloudera to pursue a potential sale of Cloudera to a financial sponsor, based on the status of its business transition and ongoing integration of Hortonworks.



By August 1, 2019, the price per share of Cloudera common stock on the New York Stock Exchange had decreased to $6.35 per share as of the
close of trading on that date.



On August 1, 2019, Carl C. Icahn and certain of his affiliates (collectively referred to as the
“Icahn Group”) filed a Schedule 13D with the SEC disclosing that collectively they beneficially owned approximately 12.62% of the then-outstanding shares of Cloudera common stock. As part of the Schedule 13D, the Icahn Group expressed its
view that shares of Cloudera common stock were undervalued and indicated an intention to speak with representatives of the Board of Directors and management to discuss enhancing stockholder value and potentially seeking board representation.





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On August 12, 2019, Cloudera entered into a voting and standstill agreement with the
Icahn Group, pursuant to which, among other matters, Cloudera agreed to appoint two new directors, Nicholas Graziano and Jesse Lynn, designated by the Icahn Group to the Board of Directors. Cloudera also agreed to add one of the new directors to
each of the CEO Search Committee of the Board of Directors and the M&A Committee of the Board of Directors. The M&A Committee of the Board of Directors was a standing committee established by the Board of Directors for convenience to
consider a broad array of potential strategic transactions and provide regular feedback and guidance to Cloudera’s senior management regarding such potential transactions. At the time of that agreement, the Icahn Group reported on Schedule 13D
that it beneficially owned approximately 18% of Cloudera’s then-outstanding shares of common stock.



On November 15, 2019, the
M&A Committee which at the time was comprised of Peter Fenton, Paul Cormier and Nicholas Graziano, held a meeting via videoconference, with representatives from Cloudera’s senior management, Cloudera’s outside legal counsel at
Latham & Watkins LLP (“Latham”) and Morgan Stanley present, to discuss potential outreach to potentially interested bidders in connection with a possible sale of Cloudera. Following discussion of potential interested parties as
well as the likelihood of potential interest based on Cloudera’s performance during the prior six months, the M&A Committee instructed representatives of Cloudera’s senior management, with assistance from Morgan Stanley, to begin
limited outreach to certain counterparties to gauge potential interest in the possible sale of Cloudera. The M&A Committee chose to conduct a targeted approach in its outreach due to concerns related to confidentiality. The price per share of
Cloudera common stock on the New York Stock Exchange as of the close of trading on November 15, 2019 was $8.76 per share.



During the
course of December 2019 until early February 2020, representatives of Morgan Stanley, as instructed by the M&A Committee, contacted four potential counterparties (comprised of one strategic counterparty and three private equity sponsors,
including KKR) to solicit interest in a potential acquisition of Cloudera. Due to the complexity of Cloudera’s technology transition and concerns around confidentiality, contacted parties were selected based on their familiarity with Cloudera
in order to understand the potential interest of the most advanced parties before determining how narrow or broad to conduct their outreach. Each party executed a confidentiality agreement with Cloudera and attended a management presentation by
Cloudera’s senior management. Each such confidentiality agreement included a customary standstill provision with a term of 12 months or less that expired upon the announcement of a change of control transaction. During this outreach process,
members of senior management of Cloudera and representatives from Morgan Stanley sent periodic updates to the M&A Committee regarding the status of discussions. However, due to general concerns regarding the status of Cloudera’s business
transition and integration of Hortonworks, none of the contacted parties expressed an interest in submitting a proposal for an acquisition of the Company at the time.



On January 12, 2020, the Board of Directors appointed Robert Bearden, a member of the Board of Directors, as the President and Chief
Executive Officer of Cloudera. The price per share of Cloudera common stock on the New York Stock Exchange as of the close of trading on January 13, 2020 was $11.74 per share.



On March 11, 2020, the World Health Organization declared

COVID-19

a global pandemic, and
Cloudera’s stock price fell roughly in line with the impact of

COVID-19

on other market participants in the same industry. By March 18, 2020, the price per share of Cloudera common stock on the New
York Stock Exchange had decreased to $5.30 per share as of the close of trading on that date.



In late March 2020 and into April 2020,
representatives of a large

US-based

software-focused private equity firm (“PE Firm A”), which had not previously been contacted during the previous outreach process in December to February 2020,
approached Mr. Bearden on an unsolicited basis to express an interest in potentially acquiring Cloudera in a take-private transaction. During the course of these discussions with PE Firm A, members of senior management of Cloudera and
representatives from Morgan Stanley continued to provide periodic updates to the M&A Committee and the Board of Directors regarding the status of discussions with PE Firm A.





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Following several substantive discussions and diligence meetings in late April and early May
2020, on May 12, 2020, PE Firm A submitted a

non-binding

proposal to acquire Cloudera for $8.50 per share of Cloudera common stock. The price per share of Cloudera common stock on the New York Stock
Exchange as of the close of trading on May 12, 2020 was $8.33 per share.



On May 13, 2020, the Board of Directors held a special
meeting by videoconference, with representatives from Cloudera’s senior management, Latham and Morgan Stanley present, to discuss the proposal from PE Firm A. Following discussion and the presentation by Morgan Stanley of certain preliminary
financial analyses, the Board of Directors determined that the proposal from PE Firm A was timed to take advantage of the short-term impacts of COVID-19, and did not represent sufficient value to Cloudera’s stockholders and directed senior
management, with the assistance of Morgan Stanley, to conduct outreach to potential acquirers to evaluate interest in a potential acquisition of Cloudera (including previously contacted parties). The Board of Directors also instructed
Cloudera’s senior management to prepare updated forecasts for use with potential bidders in connection with their evaluation of a potential acquisition of Cloudera.



On May 29, 2020, the Board of Directors held another special meeting by videoconference, with representatives from Cloudera’s senior
management, Latham and Morgan Stanley present, and approved the May 2020 Forecasts for use in connection with outreach to potential acquirers. The May 2020 Forecasts were provided to each of the contacted parties in May and June 2020, including
CD&R and KKR.



During the course of late May and early June 2020, representatives of Morgan Stanley contacted each of the parties
previously contacted regarding their potential interest in an acquisition of Cloudera and engaged with six additional private equity firms (including CD&R) and three additional strategic parties in order to solicit potential interest in an
acquisition of Cloudera. Each party who had previously not executed a confidentiality agreement entered into a confidentiality agreement with Cloudera, which included a customary standstill provision with a term of 12 months or less that expired
upon the announcement of a change of control transaction. Three of the newly contacted private equity firms (including CD&R) and two of the newly contacted strategic parties each separately attended a management presentation with members of
Cloudera’s senior management team. In addition, Cloudera’s senior management team also had follow-up meetings with each of the parties previously contacted beginning in December 2019 regarding their potential interest in an acquisition of
Cloudera (including KKR). However, none of the contacted parties decided to submit a proposal, again citing concerns around the execution of Cloudera’s business transition, the status of the Hortonworks integration process and valuation
concerns as reflected in the then current stock price. However, representatives of CD&R expressed a desire to revisit discussions after another one or two fiscal quarters of additional performance. In addition, by early June 2020, equity values
in the United States had generally recovered from their

COVID-19

pandemic lows, and on June 1, 2020, the price per share of Cloudera common stock on the New York Stock Exchange was $10.96 per share. As a
result, PE Firm A and Cloudera did not continue discussions regarding a potential transaction. In consultation with the M&A Committee and the Board of Directors, members of Cloudera’s senior management decided to pause ongoing discussions
regarding the possible sale of Cloudera, but agreed to stay in contact with parties regarding their potential interest.



During the course
of the following six months, Cloudera’s business continued to perform better than analyst expectations, but its stock price remained largely flat (trading between approximately $10 and $13 per share on the New York Stock Exchange).
Representatives of Cloudera’s senior management stayed in periodic contact with the parties previously engaged in discussions regarding the possible sale of Cloudera in order to monitor possible interest per prior discussions with the M&A
Committee.



In November and December 2020, representatives of CD&R and Cloudera’s senior management held meetings to provide
CD&R with an update on Cloudera’s


go-to-market


and financial performance.



In December 2020, Cloudera’s senior management prepared the December 2020 Board Plan. The Board of Directors reviewed and approved the
December 2020 Board Plan on December 15, 2020, The December 2020 Board Plan was shared with representatives of CD&R on January 12, 2021 in connection with their due diligence review of Cloudera.





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On January 27, 2021 representatives of CD&R contacted Mr. Bearden and proposed
a $550 million investment in convertible preferred stock of Cloudera with a dividend yield of 6.0% per year and a conversion price of $14.39, which represented a 20% premium to the

90-day

volume weighted
average price of Cloudera common stock.



On February 2, 2021, Mr. Bearden, based on feedback from discussions with members of
the Board of Directors and consideration of the dilutive effect and costs associated with the transaction, informed CD&R that Cloudera was not interested in pursuing the minority investment. However, the Board of Directors indicated support for
continuing discussions regarding a potential sale of the Company with CD&R



In the first calendar quarter of 2021, representatives of
CD&R and Cloudera’s senior management held several additional meetings to provide CD&R with an update on Cloudera’s business, technology and financial performance.



On March 16, 2021, the Board of Directors held a meeting by videoconference, with representatives from Cloudera’s senior management,
Latham and Morgan Stanley present, and approved the March 2021 Board Plan, which updated the December 2020 Board Plan for actual results for the fiscal year ended January 31, 2021.



On April 1, 2021, representatives of CD&R contacted Mr. Bearden to propose a potential diligence work plan in order to confirm
CD&R’s interest in a potential acquisition of Cloudera. During the course of April, representatives of Cloudera and CD&R participated in several additional diligence meetings to review high priority information requested by CD&R.



The March 2021 Board Plan was shared with representatives of CD&R on April 12, 2021 in connection with their due diligence review of
Cloudera. At the same time, members of Cloudera’s senior management also provided to CD&R the Upside Scenario (which was intended to encourage CD&R to submit an attractive proposal).



On May 11, 2021, the M&A Committee held a meeting via videoconference with certain other directors, representatives of Cloudera
senior management, Latham and Morgan Stanley present. Mr. Bearden provided an update to the M&A Committee on the status of discussions with CD&R and the various meetings held with CD&R. Following discussion, the M&A Committee
instructed Mr. Bearden to continue discussions with CD&R, given the seriousness of their potential interest and prior discussions. The M&A Committee also considered additional outreach to potential bidders by Morgan Stanley and
Cloudera’s senior management. However, given concerns about the negative impact of potential deal leaks and the belief that interest from other bidders was unlikely based on past outreach, the M&A Committee ultimately determined not to
reach out to other bidders at that stage and instead to require a customary

“go-shop”

provision if the parties ultimately reached a deal, which would allow Cloudera to solicit additional bids for a
specified period of time following the signing of any definitive agreement with respect to a transaction, particularly given the familiarity that likely bidders already had with Cloudera after the outreach to other potential bidders in 2019 and
again in 2020.



On May 13, 2021, representatives of Cloudera senior management conducted two additional diligence meetings with
representatives of CD&R on Cloudera’s bookings and cost structure.



On May 13, 2021, representatives of CD&R contacted
representatives of Morgan Stanley to convey an initial verbal

non-binding

indication of interest to acquire Cloudera for cash based on a per share price of $14.50 per share of Cloudera common stock, with
customary

go-shop

parameters to be negotiated. The price per share of Cloudera common stock on the New York Stock Exchange as of the close of trading on May 13, 2021 was $11.43 per share. Morgan Stanley
communicated to CD&R that they would convey the proposal to Cloudera, but that it would likely be considered too low by the Board of Directors.



Later in the day on May 13, 2021, representatives of CD&R contacted Morgan Stanley and increased their verbal proposal to $15.00 per
share. CD&R’s revised offer of $15.00 per share represented a 30% premium to the closing price of Cloudera’s common stock on May 12.





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On May 14, 2021, the Board of Directors held a special meeting by videoconference, with
representatives from Cloudera’s senior management, Latham and Morgan Stanley present, to discuss the proposal from CD&R. Latham reviewed with the Board of Directors its fiduciary duties. Representatives of Morgan Stanley reviewed with the
Board of Directors certain preliminary financial analyses based on the proposal from CD&R. Following discussion, the Board of Directors determined that the proposal from CD&R did not represent adequate value and instructed Morgan Stanley to
respond with a counter-proposal of $17.00 in cash per share of Cloudera common stock, with (1) a

go-shop

period of 45 days, (2) a termination fee payable by Cloudera of 1.25% of Cloudera’s
equity value based on the aggregate merger consideration if Cloudera terminated the merger agreement to enter into a definitive agreement in respect of a superior proposal prior to the end of the

go-shop

period, (3) a termination fee payable by Cloudera of 2.50% of Cloudera’s equity value based on the aggregate merger consideration if Cloudera terminated the merger agreement under certain other circumstances and (4) no financing
contingencies related to the transaction. At the meeting, the Board of Directors also requested that Morgan Stanley seek clarity from CD&R regarding the status of its equity commitments since the Board of Directors expected that it would likely
be necessary for CD&R to bring in another financial sponsor to participate in the process.



Following the meeting, representatives of
Morgan Stanley contacted representatives of CD&R to relay the counter-proposal as outlined by the Board of Directors. Representatives of CD&R indicated that a price of $17.00 per share in cash would not be acceptable and that the

go-shop

terms would need to be revised. The CD&R representatives further indicated that they would revert with another proposal, including with additional clarity on expected equity financing sources.



Later that same evening, representatives of Kirkland & Ellis LLP, legal counsel to CD&R (“Kirkland”), contacted
representatives of Latham in order to discuss preliminary transaction matters.



On May 15, 2021, representatives of KKR contacted
Mr. Bearden to express an interest in joining a transaction with CD&R to acquire Cloudera and provide the remaining needed equity commitments for a potential transaction. That same day, Cloudera and KKR entered into a new confidentiality
agreement relating to the potential transaction.



On May 17, 2021, Cloudera provided consent to CD&R under its existing
confidentiality agreement with Cloudera in order to work with KKR on a joint proposal for a potential acquisition of Cloudera.



On
May 18, 2021, representatives of CD&R and KKR contacted representatives of Morgan Stanley to convey an updated verbal proposal to acquire Cloudera for cash based on a price of $15.15 per share of Cloudera common stock, with (1) a

go-shop

period of 30 days, (2) a termination fee payable by Cloudera of 2.0% of Cloudera’s equity value based on the aggregate merger consideration if Cloudera terminated the merger agreement to enter into
a definitive agreement in respect of a superior proposal prior to the end of the

go-shop

period, (3) a termination fee payable by Cloudera of 3.5% of Cloudera’s equity value based on the aggregate
merger consideration if Cloudera terminated the merger agreement under certain other circumstances or if CD&R terminated the merger agreement as a result of a change in recommendation by the Board of Directors and (4) a reverse termination
fee payable by CD&R and KKR of 5.25% of Cloudera’s equity value based on the aggregate merger consideration if CD&R and KKR terminated the merger agreement under certain circumstances, including due to lack of availability of debt
financing. Representatives of CD&R also indicated that they would expect a customary transaction support agreement from the Icahn Group executed at the time of signing the merger agreement. Such support agreement would require the Icahn Group to
vote its shares of Cloudera common stock in favor of the merger, subject to certain exceptions. Representatives of Morgan Stanley indicated to CD&R that the proposal price would not be sufficient but that they would revert with a complete
response after discussion with the M&A Committee.



On May 19, 2021, the M&A Committee held a meeting via videoconference with
certain other directors and representatives of Cloudera senior management, Latham and Morgan Stanley present. Mr. Bearden provided an





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update to the M&A Committee on the status of discussions with CD&R and KKR, and representatives of Morgan Stanley reviewed the details of the latest proposal from CD&R and KKR,
including certain related preliminary financial analysis. Following discussion, the M&A Committee determined that the proposal from CD&R did not represent an adequate proposal and instructed Morgan Stanley to respond with a counter-proposal
of $16.25 in cash per share of Cloudera common stock, with the goal of achieving a price of at least $16.00 per share. The M&A Committee also instructed Morgan Stanley to respond with a request for (1) a

go-shop

period of 40 days, (2) a termination fee payable by Cloudera of 1.5% of Cloudera’s equity value based on the aggregate merger consideration if Cloudera terminated the merger agreement to
enter into a definitive agreement in respect of a superior proposal prior to the end of the

go-shop

period, (3) a termination fee payable by Cloudera of 3.0% of Cloudera’s equity value based on the
aggregate merger consideration if Cloudera terminated the merger agreement under certain other circumstances or if CD&R terminated the merger agreement as a result of a change in recommendation by the Board of Directors and (4) a reverse
termination fee payable by CD&R and KKR of 6.0% of Cloudera’s equity value based on the aggregate merger consideration if CD&R and KKR terminated the merger agreement under certain circumstances, including due to lack of availability of
debt financing. The price per share of Cloudera common stock on the New York Stock Exchange as of the close of trading on May 19, 2021 was $12.07 per share.



Following the meeting, representatives of Morgan Stanley contacted representatives of CD&R to relay the counter-proposal as outlined by
the M&A Committee.



On May 21, 2021, representatives of Kirkland sent to representatives of Latham an initial draft of the merger
agreement for the transaction, which reflected the previously outlined terms of the

go-shop

and termination fees proposed by CD&R and KKR.



On May 24, 2021, representatives of CD&R and KKR contacted representatives of Morgan Stanley to indicate that they would provide an
updated proposal to Cloudera later that week. Members of Cloudera’s senior management provided the May 2021 Final Updated Forecasts to CD&R and KKR on that same day.



Later that same day, representatives of Kirkland sent to representatives of Latham an initial draft of the support agreement to be executed by
the Icahn Group in connection with the transaction.



On May 25, 2021, the Board of Directors, with representatives of Cloudera senior
management, Latham and Morgan Stanley present, held a meeting to discuss the latest status of discussions with CD&R and KKR. At the same meeting, the Board of Directors also reviewed the May 2021 Final Updated Forecasts and the related
extrapolations for fiscal years 2025 through 2031 with Cloudera’s senior management. In connection with such review, the Board of Directors directed Morgan Stanley to use the May 2021 Final Updated Forecasts and the related extrapolations for
fiscal years 2025 through 2031, or a subset thereof, in performing its financial analyses in connection with its financial fairness opinion. The Board of Directors also discussed certain “stretch case” forecasts in the Upside Scenario,
which had previously been provided to CD&R as part of evaluating a potential acquisition of Cloudera. The Board of Directors concluded that the Upside Scenario was unlikely to be achieved and that Cloudera’s prospects as a stand-alone
company should be evaluated on the basis of the May 2021 Final Updated Forecasts. The May 2020 Forecasts, the December 2020 Board Plan, the March 2021 Board Plan, the May 2021 Final Updated Forecasts and the Upside Scenario are each described in the
section entitled

“-


Management Projections

” beginning on page 51 of this proxy statement.



On May 26, 2021, representatives of CD&R and KKR contacted representatives of Morgan Stanley to convey an updated proposal to acquire
Cloudera for cash based on a price of $15.60 per share of Cloudera common stock, with (1) a

go-shop

period of 35 days, (2) a termination fee payable by Cloudera of 1.75% of Cloudera’s equity
value based on the aggregate merger consideration if Cloudera terminated the merger agreement to enter into a definitive agreement in respect of a superior proposal prior to the end of the

go-shop

period,
(3) a termination fee payable by Cloudera of 3.75% of Cloudera’s equity value based on the aggregate merger consideration if Cloudera terminated the merger agreement under certain circumstances or if CD&R





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terminated the merger agreement as a result of a change in recommendation by the Board of Directors and (4) a reverse termination fee payable by CD&R and KKR of 5.5% of Cloudera’s
equity value based on the aggregate merger consideration if CD&R and KKR terminated the merger agreement under certain circumstances, including due to lack of availability of debt financing. Representatives of Morgan Stanley responded, based on
their discussions with the Board of Directors, that they would not expect the Board of Directors to accept anything less than $16.00 per share but that the Board of Directors might be willing to consider terms less favorable to Cloudera on the

go-shop

in exchange for a higher price.



Later that same evening, representatives of Latham sent to
representatives of Kirkland comments on behalf of Cloudera on the draft merger agreement and an initial draft of Cloudera’s disclosure schedules, as well as comments from the Icahn Group on the draft support agreement.



On May 27, 2021, representatives of CD&R and KKR contacted representatives of Morgan Stanley to convey their “best and
final” package proposal to acquire Cloudera for cash based on a price of $16.00 per share of Cloudera common stock, with (1) a

go-shop

period of 30 days (subject to extension for another 10 days for
parties which submit an acquisition proposal during the initial

30-day


go-shop

period that the Board determines is reasonably likely to lead to a superior proposal), (2)
a termination fee payable by Cloudera of 1.75% of Cloudera’s equity value based on the aggregate merger consideration if Cloudera terminated the merger agreement to enter into a definitive agreement in respect of a superior proposal prior to
the end of the

go-shop

period, (3) a termination fee payable by Cloudera of 3.75% of Cloudera’s equity value based on the aggregate merger consideration if Cloudera terminated the merger agreement
under certain circumstances or if CD&R terminated the merger agreement as a result of a change in recommendation by the Board of Directors and (4) a reverse termination fee of 5.5% payable by CD&R and KKR of Cloudera’s equity value
based on the aggregate merger consideration if CD&R and KKR terminated the merger agreement under certain circumstances, including due to lack of availability of debt financing.



Between May 28, 2021 and May 31, 2021, representatives of Latham and Kirkland negotiated and finalized the terms of the merger
agreement, including, the

go-shop

procedures, the financing cooperation covenant, and the materiality bring-down threshold with respect to the capitalization representation at closing, and the equity
commitment letters, limited guaranties, debt commitment letter and disclosure schedules. In addition, representatives of Kirkland and the Icahn Group negotiated and finalized the terms of the support agreement to be executed by the Icahn Group,
including the right of the Icahn Group to act as a representative of Cloudera in connection with the

go-shop.

All open points in the transaction documents were substantially resolved by the afternoon of
May 31, 2021.



On May 31, 2021, representatives of Morgan Stanley sent a memorandum to Latham, who in turn shared the memorandum
with the Board of Directors, disclosing certain relationships between Morgan Stanley and certain of its affiliates, on the one hand, and CD&R and KKR, on the other hand.



On May 31, 2021, the Board of Directors held a meeting via videoconference, with representatives of Cloudera senior management, Latham
and Morgan Stanley present. Latham reviewed with the Board of Directors its fiduciary duties and also provided an overview of the disclosure memorandum provided by Morgan Stanley. The Board of Directors determined that the relationships did not
reflect a material conflict in the context of the proposed transaction. Representatives of Morgan Stanley then reviewed their financial analyses of the merger consideration, and representatives of Latham reviewed the proposed terms of the merger
agreement, support agreement, equity commitment letters, limited guaranties and debt commitment letter. Thereafter, the representatives of Morgan Stanley rendered to the Board of Directors Morgan Stanley’s oral opinion, subsequently confirmed
in writing, that, as of May 31, 2021, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written
opinion, the Per Share Merger Consideration to be received by the holders of shares of Cloudera Common Stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was fair from a financial point of view to such holders of
shares of Cloudera Common Stock. After further deliberation and discussion, the Board of Directors unanimously (i) determined that it is in the best interests of Cloudera and its stockholders, and declared it advisable, to enter into the merger





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agreement and consummate the merger upon the terms and subject to the conditions set forth therein, (ii) approved the execution and delivery of the merger agreement by Cloudera, the
performance by Cloudera of its covenants and other obligations thereunder, and the consummation of the merger upon the terms and subject to the conditions set forth therein, (iii) resolved to recommend that the stockholders of Cloudera adopt
the merger agreement in accordance with the DGCL and (iv) approved the support agreement.



On June 1, 2021, the parties executed
and delivered the merger agreement, support agreement, equity commitment letters, limited guaranties and debt commitment letter.



Early in
the morning on June 1, 2021 prior to the opening of trading on the New York Stock Exchange, the parties issued a press release announcing the transaction.




The

“Go-Shop”

Period



Beginning on June 1, 2021, representatives of Morgan Stanley reached out to 17 parties to invite such parties to participate in
Cloudera’s

go-shop

process. Such parties were identified as having the most likely strategic interest in acquiring Cloudera and the financial capability to complete an acquisition. Ten of the contacted
parties were strategic parties, and the remaining seven parties were potential private equity bidders.



All of the invited parties
indicated they were not interested in pursuing an acquisition of Cloudera, without any request to do due diligence.



At 11:59 p.m., New
York City time, on July 1, 2021, the “go–shop” period ended with Cloudera not having received any alternative acquisition proposals.






Recommendation of the Board of Directors and Reasons for the Merger





Recommendation of the Board of Directors





The Board of Directors has unanimously: (i) determined that it is in the best interests of Cloudera and its stockholders, and declared
it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement by Cloudera, the
performance by Cloudera of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (iii) resolved to recommend that
Cloudera Stockholders adopt the Merger Agreement.




The Board of Directors unanimously recommends that you vote: (1) “FOR”
the adoption of the Merger Agreement; (2) “FOR,” on an

advisory (non-binding) basis,

the Compensation Proposal; and (3) “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.





Reasons for the Merger




In the
course of reaching its determination and recommendation, the Board of Directors consulted with Cloudera management, Latham and Morgan Stanley. The Board of Directors considered a number of factors, including those below (which are not listed in any
relative order of importance), all of which it viewed as generally supporting its (i) approval of the execution and delivery of the Merger Agreement by Cloudera, the performance by Cloudera of its covenants and other obligations under the
Merger Agreement, and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; and (ii) resolution to recommend that Cloudera Stockholders adopt the Merger Agreement:













•



the current and historical market prices of Cloudera common stock, including the market performance of the
Cloudera common stock relative to those of other participants in Cloudera’s industry and general market indices, and the fact that the Per Share Merger Consideration constituted a premium of 24.4%






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over Cloudera’s closing stock price of $12.86 on May 28, 2021 (the trading day prior to the public announcement of the Merger), and a premium of 30% over Cloudera’s

30-day

volume-weighted average share price through that date;














•



the belief of the Board of Directors, after a thorough review of Cloudera’s business, market trends, results
of operations, competitive landscape, execution risks and financial condition, and discussions with Cloudera’s management and advisors, that the value offered to Cloudera Stockholders pursuant to the Merger Agreement is more favorable to
Cloudera Stockholders than the potential long-term and sustainable value that might have resulted from remaining an independent public company, considering (among other things):














•



risks and uncertainties regarding efforts to drive customer adoption of the Cloudera Data Platform (CDP)
offering;














•



intense competition in the market for data management, machine learning and analytics platforms;














•



risks and uncertainties regarding Cloudera’s ability to penetrate the existing market for data management,
machine learning and analytics platforms;














•



the belief of the Board of Directors, based upon the course of negotiations with CD&R and KKR (as described
in more detail under the section of this proxy statement captioned “—Background of the Merger”), that the Per Share Merger Consideration represents the highest price that Parent was willing to pay and that the terms of the Merger
Agreement include the most favorable terms to the Company, in the aggregate, to which Parent was willing to agree;














•



the potential risk of losing the favorable opportunity with CD&R and KKR in the event Cloudera sought to
pursue discussions with third parties prior to entry into the Merger Agreement and the potential negative effect that such a process might have on Cloudera’s business, especially in light of the

“go-shop”

provision CD&R and KKR was willing to provide that would allow for Cloudera to solicit alternative acquisition proposals following announcement of the Merger;














•



the high degree of certainty that the closing would be achieved in a timely manner, in view of the terms of the
Merger Agreement;














•



the view of the Board of Directors that the Per Share Merger Consideration was more favorable to Cloudera
Stockholders on a risk-adjusted basis than the potential value that might result from other alternatives reasonably available to Cloudera, based upon the Board of Directors’ extensive knowledge of Cloudera’s business, assets, financial
condition and results of operations, its competitive position and historical and projected financial performance, and the belief that the Per Share Merger Consideration represented an attractive and comparatively certain value for Cloudera
Stockholders relative to the risk-adjusted prospects for Cloudera on a standalone basis;














•



the fact that Icahn, the Company’s largest stockholder, was supportive of the transaction and prepared to
execute and deliver the Voting Agreement;














•



the oral opinion of Morgan Stanley, subsequently confirmed in writing, rendered to the Board of Directors, that
as of May 31, 2021, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s
written opinion, the Per Share Merger Consideration to be received by the holders of shares of Cloudera common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was fair from a financial point of view to such
holders of shares of Cloudera common stock, as set forth in such opinion as more fully described below in the section of this proxy statement captioned “—Opinion of Morgan Stanley.”














•



the terms and conditions of the Merger Agreement and the other transaction documents, including the following:














•



the right of Cloudera, pursuant to a


30-day “go-shop” period,


to solicit Acquisition Proposals (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of
the Merger






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Agreement—The “Go Shop” Period—Solicitation of Other Offers”) from, and participate in discussions and negotiations with, third parties regarding any Acquisition
Proposal, with an additional 10 days to negotiate a definitive agreement with qualifying parties;














•



Cloudera’s ability to terminate the Merger Agreement in order to accept a Superior Proposal, subject to
certain conditions of the Merger Agreement and paying Parent a termination fee of either (i) $92,472,000 if the Merger Agreement had been terminated during the

Go-Shop

Period (or, with respect to an Excluded
Party, before the Cut-Off Time) or (ii) $171,734,000, in the case of any other such termination – amounts which the Board of Directors believed, based upon the advice of its financial and legal advisors, were unlikely to deter third parties
from making Acquisition Proposals;














•



the conditions to closing contained in the Merger Agreement, which are limited in number and scope, and which, in
the case of the condition related to the accuracy of Cloudera’s representations and warranties, is generally subject to a Company Material Adverse Effect (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of
the Merger Agreement—Representations and Warranties”) qualification;














•



the requirement that the Merger Agreement be adopted by the affirmative vote of the holders of a majority of the
outstanding shares of Cloudera common stock;














•



the fact that Cloudera has sufficient operating flexibility to conduct its business in the ordinary course prior
to the consummation of the Merger;














•



the provision of the Merger Agreement allowing the Board of Directors to effect a Company Board Recommendation
Change and to terminate the Merger Agreement, in certain circumstances relating to the presence of a Superior Proposal (or to effect a change of recommendation in response to an intervening event) subject to the applicable procedures, terms and
conditions set forth in the Merger Agreement (including, if applicable, payment of termination fees) (for more information, see the sections of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Board of
Directors’ Recommendation Change; Company Board Recommendation Change,” “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement” and “Proposal 1: Adoption of the Merger
Agreement—Termination Fee”);














•



the absence of a financing condition in the Merger Agreement;














•



the end date of March 1, 2022 allowing for sufficient time to complete the Merger;














•



that Parent has obtained committed debt financing for the transaction from a reputable financial institution and
committed equity financing for the transaction from certain affiliated funds of Parent that together provide funding of an amount sufficient to cover the aggregate Per Share Merger Consideration, all fees and expenses payable by Parent, Merger Sub
or Cloudera and the repayment or refinancing of any indebtedness required to be repaid or refinanced;














•



the obligation of Parent and Merger Sub to use reasonable best efforts to consummate the financing and the
limited number and nature of the conditions to the debt and equity financing;














•



the Company’s ability, under circumstances specified in the Merger Agreement and the Equity Commitment
Letters, to specifically enforce Parent’s obligation to enforce the financing commitments and to cause Parent to cause the CD&R Funds and the KKR Funds to fund their respective contributions as contemplated by the Merger Agreement and the
Equity Commitment Letters;














•



the requirement that, in the event of a failure of the Merger to be consummated under certain circumstances,
Parent will pay the Company a termination fee of $290,626,000, and the obligation to pay such amounts by the CD&R Funds and the KKR Funds, pursuant to the terms of a limited guaranty, as more fully described under the section of this proxy
statement captioned “—Financing of the Merger—Equity Financing” and “—Financing the Merger—Guaranties;” and






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•



the fact that the Voting Agreement terminates in the event the Board of Directors withdraws its recommendation in
favor of the Merger in connection with an Intervening Event, as more fully described under the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—The Voting Agreement.”














•



the availability of appraisal rights under Delaware law to holders of shares of Cloudera common stock who do not
vote in favor of the adoption of the Merger Agreement and comply with all of the required procedures under Delaware law, which provides those eligible stockholders with an opportunity to have a Delaware court determine the fair value of their
shares, which may be more than, less than, or the same as the amount such stockholders would have received under the Merger Agreement; and














•



the fact that, in the absence of the Merger, Cloudera would continue to incur significant expenses by remaining a
public company, including legal, accounting, transfer agent, printing and filing fees, and that those expenses could adversely affect Cloudera’s financial performance and the value of its shares.




The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are
not necessarily presented in order of relative importance):













•



the fact that Cloudera would no longer exist as an independent, publicly traded company, and stockholders would
no longer participate in any future earnings or growth and would not benefit from any potential future appreciation in value of Cloudera;














•



the risks and costs to Cloudera if the Merger is not completed in a timely manner or at all, including the
potential adverse effect on Cloudera’s ability to attract and retain key personnel, the diversion of management and employee attention and the potential disruptive effect on Cloudera’s


day-to-day


operations and Cloudera’s relationships with customers, suppliers and other third parties, any or all of which risks and costs, among other things, could adversely affect Cloudera’s
overall competitive position and the trading price of its common stock;














•



the requirement under certain circumstances that Cloudera pay Parent a termination fee following termination of
the Merger Agreement, including if the Merger Agreement is terminated by Cloudera in order to enter into a Superior Proposal or by Parent because the Board of Directors effects a Company Board Recommendation Change;














•



if Parent fails to complete the Merger as a result of failure to obtain the Debt Financing (as defined in the
section of this proxy statement captioned “The Merger—Financing of the Merger”) or as a breach of the Merger Agreement in certain circumstances, remedies may be limited to the termination fee payable by Parent described above, which
may be inadequate to compensate Cloudera for the damage caused;














•



the restrictions on the conduct of Cloudera’s business prior to the consummation of the Merger, which may
delay or prevent Cloudera from undertaking business opportunities that may arise before the completion of the Merger and that, absent the Merger Agreement, Cloudera might have pursued;














•



the fact that an all cash transaction would be taxable to Cloudera’s stockholders that are U.S. persons for
U.S. federal income tax purposes;














•



the fact that under the terms of the Merger Agreement, Cloudera is unable to solicit other Acquisition Proposals
following the expiration of the

30-day


Go-Shop

Period (other than an additional 10 day period to negotiate a definitive agreement with Excluded Parties;














•



the significant costs involved in connection with entering into the Merger Agreement and completing the Merger
(many of which are payable whether or not the Merger is consummated) and the substantial time and effort of Cloudera management required to complete the Merger, which may disrupt its business operations and have a negative effect on its financial
results;














•



the risk that the Merger might not be completed and the effect of the resulting public announcement of
termination of the Merger Agreement on the trading price of Cloudera common stock;






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•



the fact that the completion of the Merger requires certain regulatory clearances and consents, including under
applicable antitrust laws and foreign investment laws, which clearances and consents could subject the Merger to unforeseen delays and risks;














•



the fact that Cloudera’s directors and officers may have interests in the Merger that may be different from,
or in addition to, those of Cloudera’s stockholders generally (see below under the caption “—Interests of Cloudera’s Directors and Executive Officers in the Merger”); and














•



the possible loss of key management or other personnel of Cloudera during the pendency of the Merger.




The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement is not meant to be exhaustive
but addresses the material information and factors considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the
Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation.
Rather, in considering the information and factors described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The
Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section
of this proxy statement captioned “Forward-Looking Statements.”






Opinion of Morgan Stanley



Cloudera retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the possible sale of
Cloudera. The Board of Directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in Cloudera’s industry,
its knowledge of Cloudera’s business and affairs and its understanding of Cloudera’s business based on its long-standing relationship with Cloudera. At the meeting of the Board of Directors on May 31, 2021, Morgan Stanley rendered its
oral opinion, subsequently confirmed in writing, that as of May 31, 2021, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan
Stanley as set forth in the written opinion, the Per Share Merger Consideration to be received by the holders of shares of Cloudera common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement was fair from a
financial point of view to such holders of shares of Cloudera common stock.




The full text of the written opinion of Morgan Stanley,
dated as of May 31, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion,
is attached to this proxy statement as Annex B 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 opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed 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 by the holders of shares of Cloudera common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement 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 Cloudera stockholders should vote at the special meeting. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion.





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In connection with rendering its opinion, Morgan Stanley, among other things:













•



reviewed certain publicly available financial statements and other business and financial information of
Cloudera;














•



reviewed certain internal financial statements and other financial and operating data concerning Cloudera;














•



reviewed the Management Projections (as defined in the section of this proxy statement captioned
“—Management Projections”) (which were reviewed and approved for Morgan Stanley’s use by the management of Cloudera);














•



discussed the past and current operations and financial condition and the prospects of Cloudera with senior
executives of Cloudera;














•



reviewed the reported prices and trading activity for Cloudera common stock;














•



compared the financial performance of Cloudera and the prices and trading activity of Cloudera common stock with
that of certain other publicly traded companies comparable with Cloudera, and their securities;














•



reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;














•



participated in certain discussions and negotiations among representatives of Cloudera, Parent and their
respective financial and legal advisors;














•



reviewed (i) the Merger Agreement, (ii) the following agreements, in each case, substantially in the
form of the draft provided to Morgan Stanley on May 31, 2021: the Financing Letters, the Guaranties and the Voting Agreement among the stockholders of Cloudera party thereto and Cloudera, and (iii) 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 Cloudera, and formed a substantial basis for its opinion. With respect to the Management
Projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Cloudera’s management of the future financial performance of Cloudera. Morgan Stanley
expressed no view as to such Management Projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the Merger Agreement without any
waiver, amendment or delay of any terms or conditions, including among other things, that Parent will obtain financing in accordance with the terms set forth in the Financing Letters, and that the definitive Merger Agreement would not differ in any
material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no
delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan
Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Cloudera and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley’s opinion 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. Morgan Stanley expressed no opinion with respect to
the fairness of the amount or nature of the compensation to any of Cloudera’s officers, directors or employees, or any class of such persons, relative to the Per Share Merger Consideration to be received by the holders of shares of Cloudera
common stock (other than the holders of the Excluded Shares) in the merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Cloudera, nor was Morgan Stanley furnished with





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any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to
Morgan Stanley as of, May 31, 2021. Events occurring after May 31, 2021 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley has not assumed any obligation to update, revise or reaffirm its
opinion.





Summary of Financial Analyses




The following is a brief summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation
of its written opinion letter dated as of May 31, 2021 to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley
in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to
fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables
and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan
Stanley’s opinion.



In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and
relied upon (i) the financial projections prepared by Cloudera’s management, which we refer to in this proxy statement as the May 2021 Final Updated Forecasts, and (ii) the median estimates of equity research analysts, which we refer
to as the Street Case. The May 2021 Final Updated Forecasts are more fully described below in the section of this proxy statement captioned “—Management Projections.” In accordance with direction from the Board of Directors, Morgan
Stanley utilized the Street Case and May 2021 Final Updated Forecasts in its financial analyses described below.





Public Trading
Comparables Analysis




Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value
of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Cloudera with comparable publicly available consensus equity analyst research estimates for companies,
selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue
growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies are referred to as the “comparable companies”). These companies were the following:




Financial Profile Peers:



Alarm.com, Inc.



Box, Inc.



Cadence Design
Systems, Inc.



Dropbox, Inc.



Fair Isaac Corporation



FireEye,
Inc.



GoDaddy Inc.



Inovalon
Inc.



Pegasystems Inc.



Sage
Group, plc



Synopsys Inc.



Zuora, Inc.





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Enterprise Software / Data Management Peers:



Alteryx, Inc.



C3.ai Inc.



Cisco Systems, Inc.



International Business Machines Corporation



MongoDB, Inc.



New Relic, Inc.



Nutanix, Inc.



Oracle
Corporation



Palantir Technologies Inc.



Pure Storage, Inc.



SAP SE



Snowflake, Inc.



Splunk Inc.



For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value to estimated revenue, which, for purposes of this
analysis, (i) for Cloudera, (x) were provided to Morgan Stanley, and approved for Morgan Stanley’s use, by Cloudera’s management for fiscal years 2021 and 2022 for the May 2021 Final Updated Forecasts, and (y) were based on
the median of publicly available equity analyst research estimates for calendar years 2021 and 2022 for the Street Case; and (ii) for each of the comparable companies, were based on publicly available consensus equity analyst research estimates
for comparison purposes. For purposes of its analyses, Morgan Stanley defined “aggregate value” as a company’s fully diluted equity value plus total debt, plus

non-controlling

interest, less
cash and cash equivalents. Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of aggregate value to
revenue multiples and applied these ranges of multiples to the estimated relevant metric for Cloudera. For purposes of this analysis, Morgan Stanley utilized publicly available financial information, available as of May 28, 2021 (the last full
trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the merger).



Based on the outstanding shares of Cloudera common stock on a fully diluted basis as provided by Cloudera’s management and the selected
ranges of aggregate value to revenue, Morgan Stanley calculated the estimated implied value per share of Cloudera common stock as follows:












































































































Public Trading Multiples





Selected Comparable


Cloudera Multiple Ranges





Implied Value Per Share of


Cloudera Common Stock ($)





CY 2021E AV / Revenue












Street Case





4.0x – 6.5x




12.36 – 19.29



May 2021 Final Updated Forecasts





4.0x – 6.5x




12.65 – 19.76







CY 2022E AV / Revenue












Street Case





3.5x – 6.0x




11.94 – 19.56



May 2021 Final Updated Forecasts





3.5x – 6.0x




12.35 – 20.26



No company utilized in the public trading comparables analysis is identical to Cloudera. In evaluating the
comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Cloudera’s control. These
include, among other things, the impact of competition on Cloudera’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Cloudera and the industry, and
in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.





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Discounted Equity Value Analysis




Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a
company as a function of such company’s estimated future revenue and levered free cash flow (“LFCF”). The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value. In connection with this
analysis, Morgan Stanley calculated a range of implied present equity values per share of the Cloudera common stock on a standalone basis for each of the Street Case and May 2021 Final Updated Forecasts.



To calculate these discounted fully diluted equity values, Morgan Stanley utilized calendar year 2023 revenue estimates and LFCF estimates
under each of the Street Case and the May 2021 Final Updated Forecasts. Based upon the application of its professional judgment and experience, Morgan Stanley applied a forward range of aggregate value to revenue multiples and fully diluted equity
value to LFCF multiples (based on the range of aggregate value to revenue multiples and fully diluted equity value to LFCF multiples for the comparable companies) to these revenue and LFCF estimates in order to reach a future implied fully diluted
equity value.



In each case, Morgan Stanley then added projected net cash to Cloudera’s future implied aggregate value to reach a
future implied fully diluted equity value. In each case, Morgan Stanley then divided the future implied fully diluted equity value by estimated fully diluted shares outstanding (with such estimates provided by Cloudera management) to calculate a per
share price. In each case, Morgan Stanley then discounted the resulting implied future per share price to May 28, 2021, at a discount rate of 8.6 percent, which rate was selected based on Cloudera’s estimated cost of equity, which was
arrived at by applying the capital asset pricing model, to calculate the discounted fully diluted equity value.









































Based on Calendar Year 2023


Estimated Revenue





Selected EV / LFCF


Multiple Ranges




Implied Value Per Share of


Cloudera Common Stock ($)



Street Case




4.0x – 6.5x


11.85 – 18.26


May 2021 Final Updated Forecasts




4.0x – 6.5x


12.78 – 19.71








































Based on Calendar Year 2023


Estimated LFCF





Selected EV / LFCF


Multiple Ranges




Implied Value Per Share of


Cloudera Common Stock ($)



Street Case




15.0x – 35.0x


7.88 – 18.34


May 2021 Final Updated Forecasts




15.0x – 35.0x


8.54 – 19.87




Discounted Cash Flow Analysis




Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present
value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per share for the Cloudera common stock based on a discounted cash flow analysis to value Cloudera as a
stand-alone entity. Morgan Stanley utilized estimates from the Street Case and May 2021 Final Updated Forecasts for purposes of its discounted cash flow analysis, as more fully described below.



Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as earnings before interest, taxes, depreciation, and
amortization, less (1) stock-based compensation expense, (2) cash taxes, (3) changes in net working capital, and (4) capital expenditures. Each of the Street Case and the May 2021 Final Updated Forecasts included estimates
through 2030 prepared by Morgan Stanley and approved for Morgan Stanley’s use by Cloudera’s management. The free cash flows and terminal values were discounted, using a

mid-year

convention, to
present values as of May 28, 2021 at a discount rate ranging from 7.1 percent to 8.9 percent, which discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect an
estimate of Cloudera’s weighted average cost of capital determined by the application of the capital asset pricing model. In its analysis, Morgan Stanley utilized perpetuity growth rates of 2.5% to 3.5%. Such perpetuity growth rates were
selected upon the application of Morgan Stanley’s professional judgement and experience. The resulting aggregate value was then adjusted for net cash and further adjusted for the net present value of net operating losses.





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Based on the outstanding shares of Cloudera common stock on a fully diluted basis as
provided by Cloudera’s management, Morgan Stanley calculated the estimated implied value per share of Cloudera common stock as follows:
































Implied Value Per


Share of Cloudera


Common Stock ($)



Street Case




10.68 – 18.68


May 2021 Final Updated Forecasts




12.57 – 22.34




Precedent Transactions Multiples Analysis




Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly
available financial terms. Morgan Stanley compared publicly available statistics for selected software transactions. Morgan Stanley selected such comparable transactions because they shared certain characteristics with the merger, most notably
because they were similar software transactions. For such transactions, Morgan Stanley noted the estimated aggregate value of the transaction to the next 12 months (which we refer to as “NTM”) Revenue based on publicly available
information at the time of announcement of each such transaction.



The following is a list of the selected software transactions reviewed,
together with the applicable multiples:






























































































































Selected Software Transactions (Target/Acquiror)





AV / NTM


Revenue



Athenahealth, Inc. / Veritas Capital, Evergreen Coast Capital




3.9x


AVG Technologies N.V. / Avast Software s.r.o.




3.3x


Barracuda Networks, Inc. / Thoma Bravo, LP




3.8x


Ca, Inc. (CA Technologies) / Broadcom Inc.




4.3x


Callidus Software Inc. / SAP America, Inc.




8.3x


Carbon Black, Inc. / VMware, Inc.




8.0x


Carbonite, Inc / Open Text Corporation




2.7x


Cision Ltd. / Platinum Equity, LLC




3.5x


Ellie Mae Inc. / Thoma Bravo, LP




6.8x


Endurance International Group / Clearlake Capital Group LP




2.7x


Forescout Technologies, Inc / Advent International, Crosspoint Capital Partners




4.9x


Gigamon Inc. / Elliott Management Corporation




3.7x


Imperva, Inc. / Thoma Bravo, LP




4.7x


Infloblox Inc. / Vista Equity Partners




3.6x


LifeLock Inc. / Symantec Corporation




3.2x


LogMeIn, Inc. / Francisco Partners; Evergreen Coast Capital




3.4x


Proofpoint, Inc. / Thoma Bravo, LP




9.3x


RealPage, Inc. / Thoma Bravo, LP




8.2x


Red Hat, Inc. / International Business Machines Corporation (IBM)




9.4x


Sophos Group plc / Thoma Bravo, LP




5.1x


Talend Inc. / Thoma Bravo, LP




7.3x


Based on its analysis of the relevant metrics and time frame for each of the transactions listed above and
upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of the aggregate value to the estimated NTM Revenue multiples of the transactions, and applied these ranges of





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multiples to the estimated calendar year 2021 NTM Revenue for Cloudera based on the Street Case. The following table summarizes Morgan Stanley’s analysis:


































Precedent Multiples





Representative Ranges




Implied Value Per Share of


Cloudera Common Stock ($)



Street Case




4.0x – 7.0x


12.36 – 20.68


No company or transaction utilized in the precedent transactions analysis is identical to Cloudera or the
merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond
Cloudera’s control. These include, among other things, the impact of competition on Cloudera’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of
Cloudera and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and fully diluted equity value of the transactions to which they are being compared. The fact
that points in the range of implied present value per share of Cloudera derived from the valuation of precedent transactions were less than or greater than the consideration is not necessarily dispositive in connection with Morgan Stanley’s
analysis of the consideration for the merger but is one of many factors Morgan Stanley considered.





Other Information




Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its
opinion, but which were noted as reference data for the Board of Directors, including the following information described under the sections of this proxy statement captioned “—

Illustrative Precedent Premiums,

”
“—

Historical Trading Ranges

” and “—

Equity Research Analysts’ Future Price Targets





Illustrative Precedent Premiums



Morgan Stanley performed an illustrative precedent premiums analysis by reviewing the same sets of comparable transactions as under the
Precedent Transactions Multiples Analysis. For these transactions, Morgan Stanley noted the distributions of the implied premium to the acquired company’s closing share price on the last trading day prior to announcement (or the last trading
day prior to the share price being affected by acquisition rumors or similar news) and the distributions of the

30-day

average premium to the acquired company’s closing share price on the last trading day
prior to announcement (or the last trading day prior to the share price being affected by acquisition rumors or similar news).



Based on
its analysis of the premia for such transactions and based upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of premia and applied such range to each of Cloudera’s closing share
price on May 28, 2021 (the last full trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby,
including the merger).



The following table summarizes such calculations:









































Premia





Representative


Ranges




Implied Value Per Share of


Cloudera Common Stock ($)



Premia to

1-Day

Unaffected Share Price




20% – 40%


15.43 – 18.00


Premia to

30-Day

Unaffected Average




20% – 40%


14.81 – 17.28



Historical Trading Ranges



Morgan Stanley noted certain trading ranges with respect to the historical share prices of Cloudera common stock. Morgan Stanley reviewed a
range of closing prices of the Cloudera common stock for various periods





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ending on March 28, 2021 (the last full trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement
and approve the transactions contemplated thereby, including the merger). Morgan Stanley observed the following:




































Periods Ended April 23, 2021





Range of Trading Prices


Per Share of Cloudera


Common Stock ($)



Last 30 Days




11.43 – 13.16


Last 90 Days




11.43 – 18.99


Last 365 Days




9.61 – 18.99



Equity Research Analysts’ Future Price Targets



Morgan Stanley noted certain future public market trading price targets for Cloudera common stock prepared and published by equity research
analysts prior to May 28, 2021 (the last full trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated
thereby, including the merger). These targets reflected each analyst’s estimate of the future public market trading price of Cloudera common stock. The undiscounted analyst price targets in the 25th to 75th percentile range for the Cloudera
common stock were $14.00 to $16.00 per share as of various dates ranging from March 11, 2021 to April 23, 2021. Morgan Stanley discounted such range of analyst price targets per share for the Cloudera common stock by one year at a rate of
8.6 percent, which discount rate was selected by Morgan Stanley, upon the application of its professional judgment and experience, to reflect Cloudera’s cost of equity. This analysis indicated an implied range of fully diluted equity
values for Cloudera common stock of $12.66 to $14.73 per share, as discounted by one year based on undiscounted analyst price targets, as of May 28, 2021 (the last full trading day prior to the meeting of the Board of Directors to approve and
adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the merger).



The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for
Cloudera common stock, and these estimates are subject to uncertainties, including the future financial performance of Cloudera and future financial market conditions.





General




In
connection with the review of the merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is
not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it
considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have
given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular
analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Cloudera. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory,
economic, market and financial conditions and other matters, many of which are beyond Cloudera’s control. These include, among other things, the impact of competition on Cloudera’s business and the industry generally, industry growth, and
the absence of any adverse material change in the financial condition and prospects of Cloudera and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of
future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.



Morgan Stanley
conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of shares of Cloudera





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common stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement and in connection with the delivery of its opinion dated as of May 31, 2021 to the Board of
Directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Cloudera common stock might actually trade. The Per Share Merger Consideration to be received by the holders of shares of Cloudera common stock
(other than the holders of the Excluded Shares) pursuant to the Merger Agreement was determined through

arm’s-length

negotiations between Cloudera and Parent and was approved by the Board of Directors.
Morgan Stanley provided advice to the Board of Directors during these negotiations but did not, however, recommend any specific consideration to Cloudera or the Board of Directors, nor did Morgan Stanley opine that any specific consideration
constituted the only appropriate consideration for the merger. Morgan Stanley’s opinion did 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. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or a recommendation as to how Cloudera stockholders should vote at the special meeting.



Morgan Stanley’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of
Directors to approve and adopt the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the consideration pursuant to the Merger Agreement or
of whether the Board of Directors would have been willing to agree to a different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan
Stanley’s customary practice.



The Board of Directors retained Morgan Stanley based upon Morgan Stanley’s qualifications,
experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and
brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time
invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity
securities or loans of CD&R, KKR and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.



Under the terms of its engagement letter, Morgan Stanley provided Cloudera financial advisory services and an opinion, described in this
section and attached to this proxy statement as Annex B, in connection with the merger, and Cloudera has agreed to pay Morgan Stanley a fee of approximately $58 million for its services, $2.5 million of which has been paid following delivery of
the opinion described in this section and attached as this proxy statement as Annex B and the remainder of which is contingent upon the consummation of the merger. Cloudera has also agreed to reimburse Morgan Stanley for its expenses, including fees
of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Cloudera has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and
each other person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement, including certain liabilities under the
federal securities laws.



In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have
provided financing services for Cloudera and received aggregate fees of approximately $10 to 20 million in connection with such services. In the two years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates
have provided financial advisory and financing services for CD&R, and certain of its affiliates and their affiliated funds’ respective portfolio companies (the “CD&R Related Entities”), and for KKR and certain of its
affiliates and their affiliated funds’ respective portfolio companies (the “KKR Related Entities”), and have received aggregate fees of approximately $15 to 25 million in connection with such services from CD&R and the
CD&R Related Entities, and fees of greater than approximately $100 million in connection with





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such services from KKR and the KKR Related Entities. Morgan Stanley may also seek to provide financial advisory and financing services to Cloudera and the KKR Related Entities or CD&R Related
Entities and their respective affiliates in the future and would expect to receive fees for the rendering of these services.






Management Projections




Summary of Management Projections



Although Cloudera has publicly issued limited short-term guidance concerning certain aspects of its expected financial performance, it does
not, as a matter of course, make public disclosure of detailed forecasts or projections of its expected financial performance for extended periods due to, among other things, the inherent difficulty of accurately predicting future periods and the
likelihood that the underlying assumptions and estimates may prove incorrect. However, in connection with the transaction, Cloudera’s senior management prepared and approved for use certain unaudited prospective financial information which was
provided to and considered by the Board of Directors and which was provided to each of Morgan Stanley, CD&R and KKR, in each case as set forth herein.



Cloudera’s senior management initially prepared certain non-public, unaudited prospective financial information for fiscal years 2020
through 2023 in May 2020 and such non-public, unaudited prospective financial information was discussed with, and approved for use by, the Board of Directors at a meeting held on May 29, 2020 (the “May 2020 Forecasts”). The May 2020
Forecasts were shared with representatives of CD&R and KKR, along with other potential bidders, in May and June 2020 in connection with soliciting potential interest in an acquisition of Cloudera.



Cloudera’s senior management subsequently prepared certain

non-public,

unaudited prospective
financial information for fiscal years 2021 through 2024 in December 2020 and such

non-public,

unaudited prospective financial information was discussed with, and approved for use by, the Board of Directors at
a meeting held on December 15, 2020 (the “December 2020 Board Plan”). The December 2020 Board Plan was shared with representatives of CD&R on January 12, 2021 in connection with their due diligence review of Cloudera.



In March 2021, the December 2020 Board Plan was subsequently adjusted to reflect Cloudera’s actual results for its fiscal year ended
January 31, 2021 (the “March 2021 Board Plan”). The Board of Directors reviewed and approved the March 2021 Board Plan during a meeting held on March 16, 2021.



In parallel with preparing the March 2021 Board Plan, Cloudera’s senior management also prepared certain “stretch case”
projections which were provided to CD&R as part of evaluating a potential acquisition of Cloudera and reflected an approximately 15% annual recurring revenue growth rate for fiscal year 2022 (the “Upside Scenario”). The March 2021
Board Plan and the Upside Scenario were shared with representatives of CD&R on April 12, 2021 in connection with their consideration of the transaction.



In May 2021, the March 2021 Board Plan was further updated to reflect Cloudera’s actual results for its fiscal quarter ended April 30,
2021 (the “May 2021 Final Updated Forecasts”). Morgan Stanley subsequently prepared certain unaudited prospective extrapolations based on the May 2021 Final Updated Forecasts for the fiscal years 2025 through 2031, which were reviewed and
approved for use by Morgan Stanley by Cloudera’s senior management. The Board of Directors reviewed the May 2021 Final Updated Forecasts and the related extrapolations for fiscal years 2025 through 2031 with Cloudera’s senior management
during its meeting held on May 25, 2021. In connection with such review, the Board of Directors directed Morgan Stanley to use the May 2021 Final Updated Forecasts and the related extrapolations for fiscal years 2025 through 2031, or a subset
thereof, in performing its financial analyses in connection with its financial fairness opinion, as described in more detail in the section “ - Opinion of Morgan Stanley” above. The May 2021 Final Updated Forecasts was shared with
representatives of CD&R and KKR on May 24, 2021 in connection with their consideration of the transaction. The related extrapolations for fiscal years 2025 through 2031 and the unlevered free cash flow numbers were not provided to CD&R and
KKR.





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We refer to any of the May 2020 Forecasts, the December 2020 Board Plan, the March 2021
Board Plan, the May 2021 Final Updated Forecasts and related extrapolated projections for fiscal years 2025 through 2031 and the Upside Scenario as the “Management Projections.” The Management Projections were prepared by Cloudera on a
stand-alone basis and do not take into account the transactions, including any costs incurred in connection with the transaction or any changes to Cloudera’s operations or strategy that may be implemented after the completion of the
transaction. As a result, actual results likely will differ, and may differ materially, from those contained in the Management Projections.



The information and tables set forth below are included solely to give Cloudera stockholders access to relevant portions of the Management
Projections and are not included in this proxy statement to influence any Cloudera stockholder to vote their shares of common stock in favor of the transaction or for any other purpose.




May 2020 Forecasts







































































































Base Case





FY20





FY21





FY22





FY23








(all amounts in millions)






Revenue




$

794



$

859



$

924



$

1,037



Operating Income/EBIT




$

(39

)


$

127



$

195



$

260







































































































Low Case





FY20





FY21





FY22





FY23








(all amounts in millions)






Revenue




$

794



$

850



$

860



$

900



Operating Income/EBIT




$

(39

)


$

142



$

171



$

201









































































































































































Virus Case

(1)






FY20





FY21





FY22





FY23








(all amounts in millions)






Revenue








$

840











Operating Income/EBIT








$

102

















Plan Case

(2)






FY20





FY21





FY22





FY23








(all amounts in millions)






Revenue








$

878











Operating Income/EBIT








$

105




















(1)


“Virus Case” was operating plan as of March 2020 reflecting then-current assessment of the

COVID-19

pandemic













(2)


“ Plan Case” was operating plan as of December 2019 before

COVID-19

pandemic





December 2020 Board Plan








































































































FY21





FY22





FY23





FY24








(all amounts in millions)






Revenue




$

866



$

932



$

1,017



$

1,166



Operating Income/EBIT




$

144



$

146



$

190



$

224





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March 2021 Board Plan















































FY22






(all amounts in millions)




Revenue




$

931



Operating Income/EBIT




$

148




May 2021 Final Updated Forecasts and Related
Extrapolations

(1)(4)






































































































































































































































































FY2022E





FY2023E





FY2024E





FY2025E





FY2026E





FY2027E





FY2028E





FY2029E





FY2030E





FY2031E








(all amounts in millions)






Revenue




$

942



$

1,048



$

1,201



$

1,381



$

1,588



$

1,827



$

2,057



$

2,267



$

2,443



$

2,517



Operating Income/EBIT

(2)




$

158



$

202



$

237



$

303



$

383



$

480



$

585



$

694



$

802



$

881



Unlevered Free Cash Flow

(3)(4)




$

(52

)


$

14



$

14



$

41



$

85



$

138



$

200



$

270



$

345



$

404










(1)


For the purposes of the financial analyses as described above, fiscal year projections are treated as the prior
calendar year projections (e.g., FY2022E (ended January) is equivalent to CY2021E (ended December)).











(2)


“EBIT” is

non-GAAP

operating income, which is defined as
operating loss, adjusted to exclude stock-based compensation expense, the amortization of intangibles, costs associated with acquisitions, litigations and facility exit costs related to the relocation of our corporate headquarters. Costs associated
with acquisitions include legal, accounting, and other professional fees, as well as changes in the fair value of contingent consideration obligations.











(3)


“Unlevered Free Cash Flow” is

non-GAAP

operating income plus
depreciation and amortization expense, less (1) stock-based compensation expense, (2) cash taxes, (3) capital expenditures, and (4) capitalized software expense and plus or minus changes in net working capital and other
adjustments.











(4)


Unlevered Free Cash Flow and FY2025-FY2031 extrapolations were not provided to CD&R and KKR.





Upside Scenario





















































































FY22





FY23





FY24








(all amounts in millions)






Revenue




$

944



$

1,090



$

1,262



Operating Income/EBIT




$

160



$

249



$

308




Important Information About the Management Projections



The Management Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting
principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of
projections of prospective financial information. The

non-GAAP

financial measures used in the Management Projections were relied upon by the Board of Directors in connection with its consideration of the
transaction, and the Board of Directors directed Morgan Stanley to use the May 2021 Final Updated Forecasts and the related extrapolations for fiscal years 2025 through 2031, or a subset thereof, in performing its financial analyses in connection
with its financial fairness opinion, as described in more detail above in the section “– Opinion of Morgan Stanley”. The SEC rules, which would otherwise require a reconciliation of a

non-GAAP

financial measure to a GAAP financial measure, do not apply to

non-GAAP

financial measures provided to Morgan Stanley or to the Board of Directors in connection with a proposed business combination like the
merger if the disclosure is included in a document like this proxy statement. In addition, reconciliations of

non-GAAP

financial measures to a GAAP financial measure were not





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relied upon by Morgan Stanley for purposes of its opinion or by the Board of Directors in connection with its consideration of the merger agreement and the merger. Accordingly, Cloudera has not
provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. In addition, the Management Projections were not prepared with a view towards complying with GAAP. The Management
Projections may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the merger.



While the Management Projections are presented with numerical specificity, the Management Projections were based on numerous variables and
assumptions that are inherently uncertain and may be beyond Cloudera management’s control. Further, given that the Management Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive
year beyond their preparation. Important factors that may affect actual results and may result in such projections not being achieved include: risks and uncertainties detailed in Cloudera’s public periodic filings with the SEC. In addition, the
ability to achieve the Management Projections may depend on, in part, whether or not the strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the Management Projections were based necessarily
involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant
business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Cloudera operates, and the risks and
uncertainties described in the section “–Forward-Looking Statements”, all of which are difficult or impossible to predict accurately and many of which are beyond our control. The Management Projections also reflect assumptions by
Cloudera management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Cloudera business, changes in general business or economic conditions, or any
other transaction or event that has occurred or that may occur and that was not anticipated when such projections were prepared.



Accordingly, there can be no assurance that the Management Projections will be realized, and actual results may differ, and may differ
materially, from those shown. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that any of Cloudera, Morgan Stanley, CD&R, KKR or any of their respective affiliates, officers, directors,
advisors or other representatives considered or consider the Management Projections necessarily predictive of actual future events, and the Management Projections should not be relied upon as such. None of Cloudera, Morgan Stanley, CD&R, KKR or
any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Management Projections. None of Cloudera, Morgan Stanley, CD&R, KKR or any of their
respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder of Cloudera or other person regarding the ultimate performance of Cloudera compared to the information contained in
the Management Projections or that forecasted results will be achieved.



In addition, the Management Projections have not been updated or
revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, Cloudera does not intend to update or otherwise revise the Management
Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.



The Management Projections were prepared by, and are the responsibility of, Cloudera’s management. Ernst & Young LLP has not
audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Management Projections and, accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.






Interests of Executive Officers and Directors of Cloudera in the Merger



In considering the recommendation of the Board of Directors that the stockholders of Cloudera adopt the Merger Agreement, Cloudera’s
stockholders should be aware that the executive officers and directors of





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Cloudera have certain interests in the Merger that may be different from, or in addition to, the interests of Cloudera’s stockholders generally. The Board of Directors was aware of these
interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated hereby, including the Merger, and in making their recommendation that Cloudera’s stockholders approve the Merger Agreement.



For purposes of this disclosure:













•



The “named executive officers” of Cloudera are:














•



Robert Bearden, Chief Executive Officer;














•



Jim Frankola, Chief Financial Officer; and














•



Arun Murthy, Chief Product Officer.














•



The executive officers of Cloudera since the beginning of Cloudera’s last fiscal year on February 1,
2020 are:














•



the named executive officers; and














•



Mick Hollison, President.






Treatment of Cloudera Equity Awards




The Merger Agreement provides that each Company Option that is outstanding and vested immediately prior to the Effective Time will be cancelled
and converted into the right to receive the Option Consideration. Each Company Option that is unvested as of immediately prior to the Effective Time or has a per share exercise price that is equal to or greater than the Per Share Merger
Consideration shall be cancelled for no consideration as of the Effective Time.



Each Company RSU Award and each Company PSU Award that is
outstanding immediately prior to the Effective Time (and that does not vest by its terms at the Effective Time) shall be cancelled and converted into the right to receive the RSU Consideration and the PSU Consideration, respectively. Each Company
RSU Award that vests by its terms at the Effective Time shall be cancelled in exchange for the right to receive the Vested RSU Consideration.



Pursuant to Cloudera’s

non-employee

director compensation policy, all then-unvested equity awards
held by Cloudera’s

non-employee

directors will fully vest immediately prior to a change in control (which includes the Merger).



For an estimate of the value of unvested equity awards held by named executive officers that would be cancelled in exchange for Merger
consideration assuming that the Merger occurs on June 25, 2021, see “

—Quantification of Payments and Benefits to Cloudera’s Named Executive Officers

” below.



We estimate that the value of unvested equity awards held by Mr. Hollison (the only executive officer who is not a named executive
officer) that would be cancelled in exchange for Merger consideration assuming that the Merger occurs on June 25, 2021 is $15,804,320. We estimate that the aggregate value of unvested equity awards held by all

non-employee

directors of Cloudera that would vest assuming that the Merger occurs on June 25, 2021 is $3,191,536.





Cloudera Severance and Change in Control Arrangements





Chief Executive Officer Employment Agreement



Pursuant to Mr. Bearden’s offer letter with Cloudera, Mr. Bearden is entitled to certain payments and benefits upon a
termination of employment effected by Cloudera without “cause” or by Mr. Bearden for “good reason” (each as defined in the offer letter). These payments and benefits will be subject to Mr. Bearden’s execution and

non-revocation

of a general release of claims in a form prescribed by Cloudera.





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If the termination occurs during the period commencing three months prior to and ending 12
months following a “change in control” (as defined in the offer letter, and which includes the Merger), Mr. Bearden will be entitled to receive the following:













•



a lump sum payment equal to the sum of (i) 18 months of his annual base salary, (ii) his annual target bonus
(calculated as if all applicable bonus targets were achieved), and (iii) a prorated portion of his annual target bonus (calculated as if all applicable bonus targets were achieved and based on the number of days employed during the bonus
period, less any portion previously paid);














•



COBRA premiums (or a taxable payment in an amount equal to such premiums) until the earlier of the end of an

18-month

period or the date when receiving similar coverage with a new employer; and














•



accelerated vesting of 100% of any then-unvested shares and other equity awards.




In addition, if the successor or acquiring corporation refuses to assume, convert, replace or substitute Mr. Bearden’s then-unvested shares or other
equity awards in connection with a change in control, the then-unvested shares and other equity awards shall become fully vested effective immediately prior to the change in control.




Severance and Change in Control Agreements



Cloudera has entered into Severance and Change in Control Agreements (“Severance Agreements”) with each of its executive officers,
other than Mr. Bearden, which entitle the executive officers to certain payments and benefits upon a termination of employment effected by Cloudera without “cause” or by the executive for “good reason” (each as defined in
the applicable Severance Agreement). These payments and benefits will be subject to the executive officer’s execution and

non-revocation

of a general release of claims in a form prescribed by Cloudera.



If the termination occurs during the period commencing three months prior to and ending 24 months following a “change in
control” (as defined in the Severance Agreements, and which includes the Merger), the executive officer will be entitled to receive the following:













•



a lump sum payment equal to the sum of (i) the executive’s then-current base salary, (ii) the
executive’s then-current annual target bonus (calculated as if all applicable bonus targets were achieved, and to the extent the target bonus is paid more frequently than annually, bonus amounts will be aggregated to represent a full year), and
(iii) a prorated portion of the executive’s then-current annual target bonus (calculated as if all applicable bonus targets were achieved and based on the number of days worked during the bonus period, less any portion previously paid, and
to the extent the target bonus is paid more frequently than annually, bonus amounts will be aggregated to represent a full year);














•



up to 12 months of COBRA premiums (or a taxable payment in an amount equal to such premiums);














•



accelerated vesting of 100% of all outstanding equity awards (and with respect to awards that would otherwise
vest upon satisfaction of performance criteria, this acceleration will apply at the target level of the performance criteria unless specifically provided otherwise in the equity award agreement); and














•



a

12-month

post-termination exercise window for all outstanding

non-qualified

stock options.






Indemnification and Insurance




Pursuant to the terms of the Merger Agreement, Cloudera’s directors and executive officers will be entitled to certain ongoing
indemnification and coverage for a period of six (6) years following the effective time under





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directors’ and officers’ liability insurance policies from the surviving corporation. This indemnification and insurance coverage is further described in the section captioned
“Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”





New Compensation Arrangements with Parent




Any Cloudera executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to
Parent or the Surviving Corporation following the closing of the Merger may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Parent or the Surviving
Corporation. As of the date of this proxy statement/prospectus, no compensation arrangements between such persons and Parent and/or its affiliates have been established.





Quantification of Payments and Benefits to Cloudera’s Named Executive Officers




The table below sets forth the amount of payments and benefits that each of Cloudera’s named executive officers would receive in
connection with the Merger, assuming (i) that the Merger were consummated and each such named executive officer experienced a qualifying termination on June 25, 2021 (which is the assumed date solely for purposes of this golden parachute
compensation disclosure); (ii) a per share price of Cloudera common stock of $16.00 (the Per Share Merger Consideration); (iii) that each named executive officer’s base salary rate and annual target bonus remain unchanged from those in effect
as of the date of this proxy statement; and (iv) equity awards that are outstanding as of June 25, 2021. The calculations in the table below do not include any amounts that the named executive officers were entitled to receive or that were
vested as of the date hereof. In addition, these amounts do not attempt to forecast any additional awards, grants or forfeitures that may occur prior to the Effective Time of the Merger. As a result of the foregoing assumptions, which may or may not
actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may differ materially from the amounts set forth below.



For purposes of this discussion, “single trigger” refers to benefits that arise solely as a result of the completion of the
Merger and “double trigger” refers to benefits that require two conditions, which are the completion of the Merger and a qualifying termination. Payments of double trigger benefits are contingent on the named executive officer signing and
not revoking a release of claims in favor of Cloudera, as described above under “

—Cloudera Severance and Change in Control Arrangements.

”






Golden Parachute Compensation





















































































































Name





Cash ($)(1)





Equity ($)(2)





Perquisites/Benefits


($)(3)





Total ($)(4)




Robert Bearden





1,548,973




31,117,728




40,305




32,707,006



Jim Frankola





763,425




9,196,624




18,833




9,978,882



Arun Murthy





675,932




21,930,576




26,870




22,633,378










(1)



Cash

. For Mr. Bearden, represents the double trigger cash severance that he is eligible to receive
pursuant to his offer letter upon a qualifying termination of employment that occurs within the period beginning three months before and ending 12 months after a change in control (which includes the Merger), equal to the sum of (i) 18 months of his
annual base salary, (ii) his annual target bonus, and (iii) a prorated portion of his annual target bonus (based on the number of days employed during the bonus period), less any portion that has already been paid.




For Messrs. Frankola and Murthy, represents the double trigger cash severance that each of them is eligible to receive pursuant to their
Severance Agreements upon a qualifying termination of employment that occurs





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within the period beginning three months before and ending 24 months after a change in control (which includes the Merger), equal to the sum of (i) the executive’s base salary,
(ii) the executive’s annual target bonus, and (iii) a prorated portion of the executive’s annual target bonus (based on the number of days worked during the bonus period), less any portion that has already been paid.



The following table quantifies each separate form of cash compensation included in the aggregate total reported in the column:





























































































Name





Salary Severance ($)





Target Annual


Bonus ($)





Prorated Target


Annual Bonus ($)




Robert Bearden





900,000




500,000




148,973



Jim Frankola





400,000




280,000




83,425



Arun Murthy





380,000




228,000




67,932










(2)



Equity

. Under the Merger Agreement, at the Effective Time each Company RSU Award and each Company PSU
Award that is outstanding immediately prior to the Effective Time (and that does not vest by its terms at the Effective Time) shall be cancelled and converted into the right to receive the RSU Consideration and the PSU Consideration, respectively,
that vests on the original time-based vesting schedule of the related Company RSU Award and Company PSU Award (without regard to any performance requirement). Even though payment of the PSU Consideration is subject to the time-based vesting schedule
of the related Company PSU Award, because the PSU Consideration is no longer subject to the performance-based vesting schedule of the related Company PSU Award, the PSU Consideration may constitute a single trigger benefit. Under the double trigger
arrangements in Mr. Bearden’s offer letter and the other executive officers’ Severance Agreements, each named executive officer is eligible to receive 100% vesting acceleration for their outstanding Cloudera equity awards upon a
qualifying termination of employment that occurs within the period beginning three months before and ending 24 months (or, for Mr. Bearden, 12 months) after a change in control, as described above under “

— Cloudera Severance
and Change in Control Arrangements

”, and this accelerated vesting applies to the RSU Consideration and the PSU Consideration. The amount reported represents the value of Merger consideration that would be received in respect of Company RSU
Awards and Company PSU Awards upon a qualifying termination. No named executive officer holds unvested Company Options.




The following table quantifies the value of the RSU Consideration and the PSU Consideration included in the aggregate total reported in the
column. As noted above, only the amounts listed under “Unvested PSUs” could be considered a single trigger benefit.






































































Name





Unvested RSUs ($)





Unvested PSUs ($)




Robert Bearden





18,797,936




12,319,792



Jim Frankola





8,148,128




1,048,496



Arun Murthy





16,557,040




5,373,536










(3)



Perquisites/Benefits

. Represents the estimated value of Cloudera-paid COBRA continuation benefits. Under
the double trigger arrangements in Mr. Bearden’s offer letter and the other named executive officers’ Severance Agreements described in footnote (1) above, Mr. Bearden is eligible to receive up to 18 months of Cloudera-paid
COBRA continuation benefits, and each other named executive officer is eligible to receive up to 12 months of Cloudera-paid COBRA continuation benefits, respectively.











(4)



Total

. This amount includes the aggregate dollar value of the sum of all amounts reported in the
preceding columns. In the event any payment or benefit received by a named executive officer in connection with the Merger would be subject to excise taxes imposed under Section 4999 of the Code, the amount of such payments or benefits provided
would be reduced, but only to the extent such reduction results in a

greater after-tax benefit

to the named executive officer.






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Financing of the Merger



We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses
required to be paid at the closing of the Merger by Parent and Merger Sub under the Merger Agreement, will be approximately $5.3 billion. This amount includes funds needed to: (1) pay Cloudera Stockholders the amounts due under the Merger
Agreement for their Cloudera common stock, (2) make payments in respect of our outstanding Company RSU Awards and Company PSU Awards at closing of the Merger pursuant to the Merger Agreement, (3) make payments in respect of our outstanding
Company Options payable at closing of the Merger pursuant to the Merger Agreement and (4) to refinance certain existing indebtedness of the Company (collectively, the “Required Amounts”).



Parent and Merger Sub have obtained committed financing consisting of (i) equity to be provided by the CD&R Funds and the KKR Funds
pursuant to the terms of the Equity Commitment Letters and (ii) debt financing to be provided pursuant to the Debt Commitment Letter by the lenders party thereto. In connection with the Merger Agreement, Parent and Merger Sub have delivered to
Cloudera copies of the Financing Letters. Notwithstanding anything in the Merger Agreement to the contrary, in no event shall the receipt or availability of any funds or financing (including the financing contemplated by the Financing Letters) by or
to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent and Merger Sub under the Merger Agreement.





Equity Financing




Pursuant to the
Equity Commitment Letters, the CD&R Funds and the KKR Funds have committed to contribute or cause to be contributed to Parent at the closing of the Merger an aggregate amount in cash equal to $3.0 billion for the purpose of funding the
Required Amounts. The obligations of the CD&R Funds and the KKR Funds to provide the equity financing under the Equity Commitment Letters are subject to a number of conditions, including, but not limited to: (i) satisfaction or written
waiver by Cloudera, Parent and Merger Sub, as applicable, of each the conditions to the obligations of Cloudera, Parent and Merger Sub to consummate the Merger set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than
those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), (ii) the prior or substantially concurrent receipt of the
debt financing contemplated by the Debt Commitment Letter or confirmation that the debt financing contemplated by the Debt Commitment Letter will be funded at the closing of the Merger if the equity financing under the Equity Commitment Letters is
consummated at the closing of the Merger, (iii) written confirmation from Cloudera that if the equity financing and debt financing are funded, then Cloudera will take such actions required of it to consummate the Merger in accordance with the
terms of the Merger Agreement and (iv) the prior or substantially concurrent funding by the other fund of such fund’s equity commitment. We refer to the equity financing described in the preceding sentence as the “Equity
Financing.”



The obligation of the CD&R Funds and the KKR Funds to fund the equity commitment will automatically and immediately
terminate upon the earliest to occur of: (i) the consummation of the closing of the Merger and the payment of the aggregate Per Share Merger Consideration and the payment or provision for the other Required Amounts in accordance with the Merger
Agreement, (ii) the valid termination of the Merger Agreement in accordance with its terms, (iii) a court declining to specifically enforce the obligations of Parent to consummate the Merger pursuant to a claim for specific performance
brought against Parent in accordance with the Merger Agreement, (iv) the termination of the other fund’s Equity Commitment Letter or Guaranty or (v) the assertion of a claim or legal proceeding by the Cloudera Group or any of their
Representatives (as defined in the Equity Commitment Letters), under or in respect of the Merger Agreement, the Guaranties or the transactions contemplated thereby against Parent, the CD&R Funds, the KKR Funds, or any of their affiliates,
subject to the exceptions, terms and conditions of the Merger Agreement, Equity Commitment Letters and the Guaranties.



Cloudera is an
express third-party beneficiary of the Equity Commitment Letters solely with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letters by the CD&R Funds and





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the KKR Funds to be funded to Parent in accordance with the Equity Commitment Letters, and to cause Parent to enforce its rights against the CD&R Funds and the KKR Funds to perform its
funding obligations under the Equity Commitment Letters, in each case subject to (i) the limitations and conditions set forth in the Equity Commitment Letters and (ii) the terms and conditions of the Merger Agreement.





Debt Financing




The Debt
Commitment Letter provides that the lenders party thereto will provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, in the aggregate up to $2.39 billion in debt financing (not all of which is expected to be
drawn at the closing of the Merger), consisting of the following:













•



$1.64 billion senior secured first lien term loan facility;














•



$250 million senior secured first lien revolving credit facility; and














•



$500 million senior secured second lien term loan facility.




We refer to the debt financing described above as the “Debt Financing.” The proceeds of the Debt Financing will be used on the
Closing Date (i) to effect the Merger and related transactions on the Closing Date, including repayment in full and termination of Cloudera’s existing credit facility, (ii) for working capital purposes (including to refinance any
indebtedness incurred for working capital purposes) and to replace, backstop or cash collateralize certain existing letters of credit (if any) of Cloudera or its subsidiaries and (iii) to pay fees and expenses related to the Merger and related
transactions.



The obligations of the lenders party to the Debt Commitment Letter to provide the Debt Financing under the Debt Commitment
Letter are subject to a number of conditions, including, but not limited to (as applicable):













•



the absence of a Company Material Adverse Effect since June 1, 2021 that is continuing;














•



the consummation in all material respects of the Merger in accordance with the Merger Agreement as in effect on
June 1, 2021 (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the lenders in their capacity as such without the consent of the lead arrangers holding at least a majority of the
commitments under the first lien and/or second lien facilities described above);














•



subject to certain limitations and exceptions, the accuracy in all material respects as of the closing of the
Merger of certain specified representations and warranties in the Merger Agreement and certain specified representations and warranties in the loan documents;














•



the Equity Financing shall have occurred or, substantially concurrently with the initial funding of the Debt
Financing, shall occur;














•



the Refinancing shall have occurred or, substantially concurrently with the initial funding of the Debt
Financing, shall occur;














•



the payment of applicable invoiced fees and expenses;














•



the delivery of certain audited and unaudited financial statements of the Cloudera Group;














•



the delivery of certain customary closing documents (including a customary solvency certificate);














•



the receipt by the lead arrangers of certain documentation and other information about the borrowers and
guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act and the Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of
Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act (such rule published May 11, 2016 and effective May 11, 2018); and














•



such lenders having been afforded a marketing period of at least 15 consecutive business days (subject to certain
blackout dates) following receipt of certain required financial information regarding Cloudera.






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As of the date hereof, the documentation governing the Debt Financing contemplated by the
Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this proxy statement.





Guaranties




Pursuant to the
Guaranties, the CD&R Funds and the KKR Funds have agreed to guarantee the due, punctual and complete payment and performance of: (1) the aggregate amount of the Parent Termination Fee (as defined under the caption “The
Merger—Termination Fee”) solely if and when any of the Parent Termination Fee is payable pursuant to the Merger Agreement; (2) enforcement expenses due by Parent pursuant to legal proceedings as a result of certain defaults under the
Merger Agreement, not to exceed $5 million in the aggregate; and (3) the reimbursement obligations of Parent pursuant to the indemnification obligations to Cloudera and its representatives in connection with debt financing, not to exceed
$1 million in the aggregate. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of the CD&R Funds and the KKR Funds under the Guaranties are subject to an aggregate cap
equal to $296.6 million.



Subject to specified exceptions, the Guaranties will terminate upon the earliest of:













•



the closing of the Merger;














•



the payment and full discharge of any Guaranteed Obligations that is or may become payable under the Guaranties;
or














•



the valid termination of the Merger Agreement in accordance with its terms, other than a termination pursuant to
which Cloudera would be entitled to a Parent Termination Fee under the Merger Agreement, in which case the Guaranties shall terminate 60 days after such termination unless Cloudera shall have commenced a legal proceeding against Parent, the CD&R
Funds or the KKR Funds alleging the Parent Termination Fee is due and owing prior to such 60th day; provided that if the Merger Agreement has been so terminated and such legal proceeding has been filed, the CD&R Funds and the KKR
Funds, as the guarantor entities under the Guaranties, shall have no further liability or obligation under the Guaranties from and after the earliest of (x) a

final, non-appealable resolution

of
such legal proceeding, (y) a written agreement among the CD&R Funds and the KKR Fund, as the guarantor entities under the Guaranties, and Cloudera terminating the obligations and liabilities of the CD&R Funds and the KKR Funds, as the
guarantor entities under the Guaranties, pursuant to the Guaranties and (z) payment of the Guaranteed Obligations then payable by the CD&R Funds and the KKR Funds or Parent.







Closing and Effective Time



The closing of the Merger will take place remotely no later than 9:00 a.m., Eastern time, on the fifth business day following the satisfaction
or waiver of all conditions to closing of the Merger (as described under the caption, “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be
satisfied at the closing but subject to the satisfaction or waiver of such conditions.






Appraisal Rights



If the Merger is consummated, stockholders who continuously hold shares of Cloudera common stock through the Effective Time, who do not vote in
favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of their shares in connection with
the Merger under Section 262 the DGCL (“Section 262”). The following discussion is not a complete statement of the law pertaining to appraisal





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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 C 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. All references in Section 262 and in this summary to a
“stockholder” are to the record holder of shares of Cloudera common stock unless otherwise expressly noted herein. Only a holder of record of shares of Cloudera common stock is entitled to demand appraisal of the shares registered in that
holder’s name. A person having a beneficial interest in shares of Cloudera common stock held of record in the name of another person, such as a bank, broker, trust 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 Cloudera 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, if the Merger is completed, holders of shares of Cloudera common
stock who: (i) submit a written demand for appraisal of their shares; (ii) do not vote in favor of the adoption of the Merger Agreement; (iii) continuously are the record holders of such shares through the Effective Time; and
(iv) otherwise exactly follow the procedures set forth in Section 262 may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Cloudera
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. However, after an
appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued
and perfected exceeds 1% of the outstanding shares of Cloudera common stock as measured in accordance with subsection (g) of Section 262; or (b) the value of the aggregate Per Share Merger Consideration in respect of the shares of
Cloudera common stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (a) and (b) referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its
discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any
surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each stockholder entitled to
appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the
“fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to
make such voluntary cash payment prior to such entry of judgment.



Under Section 262, where a Merger Agreement is to be submitted for
adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are
available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Cloudera’s notice to stockholders that appraisal rights are available in connection with the Merger, and the
full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any holder of shares of Cloudera common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to
do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal
rights will be entitled to receive the Per Share Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Cloudera common stock, Cloudera
believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.





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Stockholders wishing to exercise the right to seek an appraisal of their shares of Cloudera
common stock must do

ALL

of the following:













•



the stockholder must not vote in favor of the proposal to adopt the Merger Agreement;














•



the stockholder must deliver to Cloudera a written demand for appraisal before the vote on the Merger Agreement
at the Special Meeting;














•



the stockholder must continuously hold the shares from the date of making the demand through the Effective Time
(a stockholder will lose appraisal rights if the stockholder transfers the shares before the Effective Time); and














•



the stockholder (or any person who is the beneficial owner of shares of Cloudera common stock held either in a
voting trust or by a nominee on behalf of such person) or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. The
Surviving Corporation is under no obligation to file any petition and has no intention of doing so.




In addition, one of
the ownership thresholds must be met.



Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor
of the adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote its shares.





Filing Written Demand




Any holder
of shares of Cloudera common stock wishing to exercise appraisal rights must deliver to Cloudera, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to
stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A holder of shares of Cloudera common stock exercising
appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will,
unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder
who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting, or otherwise fail to vote, on the adoption of the Merger
Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the
requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a
demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of Cloudera Stockholders will constitute a waiver of appraisal rights.



Only a holder of record of shares of Cloudera common stock is entitled to demand appraisal rights for the shares registered in that
holder’s name. A demand for appraisal in respect of shares of Cloudera common stock must be executed by or on behalf of the holder of record, and must reasonably inform Cloudera of the identity of the holder and state that the person intends
thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on
behalf of the record owner, and if the shares are owned of record by more than one (1) person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an
authorized agent for two (2) or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must





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identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.



STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD
CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES 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 PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.



All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:



Cloudera, Inc.



Attention: Chief
Legal Officer



5470 Great America Parkway



Santa Clara, California 95054



Any holder of shares of Cloudera common stock who has delivered a written demand to Cloudera and who has not commenced an appraisal proceeding
or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Cloudera a written withdrawal of the demand for appraisal. However,
any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder
without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any stockholder who has not
commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Per Share Merger Consideration within 60 days after the Effective Time. If an appraisal
proceeding is commenced and Cloudera, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s demand
in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the
appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share merger consideration being offered pursuant to the Merger Agreement.





Notice by the Surviving Corporation




If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of shares of Cloudera
common stock who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.





Filing a Petition for Appraisal




Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of Cloudera common stock who
has complied with Section 262 and is entitled to seek appraisal under Section 262 (including for this purpose any beneficial owner of the relevant shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of
Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder (or beneficial owner), demanding a determination of





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the fair value of the shares held by all dissenting stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and
stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Cloudera common stock. Accordingly, any holders of shares of Cloudera common stock who
desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Cloudera common stock within the time and in the manner prescribed in Section 262. The failure of a
holder of Cloudera common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.



Within 120 days after the Effective Time, any holder of shares of Cloudera common stock who has complied with the requirements of
Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the
Merger Agreement and with respect to which Cloudera has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within 10 days after receipt
by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of Cloudera common stock held
either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for
appraisal can only be made by a stockholder of record.



If a petition for an appraisal is duly filed by a holder of shares of Cloudera
common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that
notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the written statement described above at the addresses stated therein. Such notice will also be published
at least one (1) week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the court. The costs of these notices are borne by the Surviving
Corporation. After notice to stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled
to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates (if any) to the Register in Chancery for notation thereon of the pendency of the
appraisal proceedings and, if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all
stockholders who have asserted appraisal rights if neither of the ownership thresholds is met.





Determination of Fair Value




After determining the holders of Cloudera common stock entitled to appraisal and that at least one of the ownership thresholds described above
has been satisfied as to stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such
proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Cloudera common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if
any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown,
interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period
between the Effective Time and the date of payment of the judgment. However, at any time





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before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case
such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to
any interest accrued prior to the time of such voluntary payment, unless paid at such time.



In

Weinberger

v.

UOP, Inc.

, the
Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial
community and otherwise admissible in court” should be considered, and that “

[

f

]

air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated
that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw
any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.”
In



Cede




& Co. v. Technicolor, Inc.

, the Delaware Supreme Court stated that such exclusion is a “narrow exclusion



[

that

]

does not encompass known elements of value,”
but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In



Weinberger

, the Supreme Court of Delaware also stated that “elements of future value, including the nature
of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on
factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.



Stockholders considering seeking appraisal
should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their
shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262.

No
representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and


stockholders




should recognize that such an appraisal could result in a determination of a value
higher or lower than, or the same as, the Per Share Merger Consideration

. Neither Cloudera nor Parent anticipates offering more than the Per Share Merger Consideration to any stockholder exercising appraisal rights, and each of Cloudera and
Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Cloudera
common stock is less than the Per Share Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, then the right
to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court
of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding,
including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party
bears its own expenses.



If any stockholder who demands appraisal of his, her or its shares of Cloudera common stock under
Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the stockholder’s shares of Cloudera common stock will be deemed to have been converted at the Effective Time into the right to receive
the Per Share Merger Consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership
thresholds described above has been satisfied as to stockholders seeking appraisal rights or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Per Share
Merger Consideration in accordance with Section 262.





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From and after the Effective Time, no stockholder who has demanded appraisal rights will be
entitled to vote such shares of Cloudera common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Cloudera common stock, if any,
payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above has been satisfied as to the stockholders seeking appraisal rights, or if the
stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving
Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder without the approval
of the court, and such approval may be conditioned upon such terms as the court deems just; provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding
as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.



Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory
appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.






Accounting Treatment



The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.






Material U.S. Federal Income Tax Consequences of the Merger



The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S.
Holders

and Non-U.S. Holders

(each as defined below) of shares of Cloudera common stock whose shares are converted into the right to receive cash pursuant to the Merger, but does not purport to be a
complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or

non-U.S.

tax laws are not discussed. This
discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (the “IRS”) and
judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the
accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion.
No advance ruling has been or will be sought from the IRS regarding any matter discussed below.



This discussion is limited to U.S.
Holders

and Non-U.S. Holders

who hold their shares of Cloudera common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for
investment). This discussion does not address all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, including the impact of the Medicare contribution tax on
net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules under the U.S. federal income tax laws, including, for example, but not limited to:













•



banks and other financial institutions;














•



mutual funds;














•



insurance companies;














•



brokers or dealers in securities, currencies or commodities;






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•



dealers or traders in securities subject to a


mark-to-market


method of accounting;














•



regulated investment companies and real estate investment trusts;














•




tax-qualified

retirement plans;














•




tax-exempt organizations,

governmental agencies, instrumentalities
or other governmental organizations and pension funds;














•



holders that are holding shares of Cloudera common stock as part of a “straddle,” hedge, constructive
sale, or other integrated transaction or conversion transaction or similar transactions;














•



U.S. Holders whose functional currency is not the U.S. dollar;














•



partnerships, other entities classified as partnerships for U.S. federal income tax purposes, “S
corporations” or any other pass-through entities for U.S. federal income tax purposes (or investors in such entities);














•



expatriated entities subject to Section 7874 of the Code;














•



U.S. expatriates and former citizens or long-term residents of the United States;














•



holders that own or have owned (directly, indirectly or constructively) five percent or more of Cloudera common
stock (by vote or value);














•



holders required to accelerate the recognition of any item of gross income with respect to their shares as a
result of such income being recognized on an applicable financial statement;














•



grantor trusts;














•



“controlled foreign corporations,” “passive foreign investment companies,” and corporations
that accumulate earnings to avoid U.S. federal income tax;














•



persons who hold or received Cloudera common stock pursuant to the exercise of any employee stock option, in
connection with a restricted stock unit award or company performance stock unit award or otherwise in a compensatory transaction;














•



holders that own an equity interest in Parent following the Merger;














•



holders that hold their Cloudera common stock through a bank, financial institution or other entity, or a branch
thereof, located, organized or resident outside the United States; and














•



holders that do not vote in favor of the Merger and that properly demand appraisal of their shares under
Section 262 of the DGCL.




If a partnership (including an entity or arrangement treated as a partnership for
U.S. federal income tax purposes) is a beneficial owner of shares of Cloudera common stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partner
and the partnership and certain determinations made at the partner level. Accordingly, partners in partnerships holding shares of Cloudera common stock should consult their tax advisors as to the particular tax consequences to them of the Merger.




THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR STOCKHOLDER WILL DEPEND ON THE
STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. WE URGE YOU TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL, STATE,
LOCAL AND

NON-U.S.

INCOME AND OTHER TAX CONSEQUENCES.





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U.S. Holders




This section applies to “U.S. Holders.” For purposes of this discussion, a “U.S. Holder” is any beneficial owner of
Cloudera common stock that, for U.S. federal income tax purposes, is or is treated as any of the following:













•



an individual who is a citizen or resident of the United States;














•



a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or
organized under the laws of the United States, any state thereof, or the District of Columbia;














•



an estate, the income of which is subject to U.S. federal income tax regardless of its source; or














•



a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more
“United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.




The receipt of cash by a U.S. Holder in exchange for shares of Cloudera common stock pursuant to the Merger will be a taxable transaction for
U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference between the amount of cash received in the Merger and the U.S. Holder’s adjusted tax basis in the shares of Cloudera
common stock surrendered pursuant to the Merger by such U.S. Holder. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Cloudera common stock. A U.S. Holder’s gain or loss on the
disposition of shares of Cloudera common stock generally will be characterized as capital gain or loss. Any such gain or loss will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one
(1) year at the time of the completion of the Merger. The deductibility of capital losses is subject to limitations. U.S. Holders who hold different blocks of Cloudera common stock (shares of Cloudera common stock purchased or acquired on
different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.






Non-U.S. Holders





This section applies to

“Non-U.S. Holders.”

For purposes of this discussion,

a “Non-U.S. Holder”

means a beneficial owner of Cloudera common stock that is not
a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.



A

Non-U.S.

Holder will not be subject to U.S. federal income tax on gain realized in connection with the Merger, unless:













•



the gain is effectively connected with a trade or business of

such Non-U.S. Holder

in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by

such Non-U.S. Holder

in the United States);














•



the

Non-U.S.

Holder is a nonresident alien individual present in the
United States for 183 days or more during the taxable year of the disposition of shares of Cloudera common stock pursuant to the Merger and certain other requirements are met; or














•



shares of Cloudera common stock constitute a United States real property interest (“USRPI”) by reason
of Cloudera’s status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes and one or more other conditions are satisfied.




Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular
rates. A

Non-U.S.

Holder that is a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate specified by an
applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.





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A

Non-U.S.

Holder described in the second bullet
point above generally will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized in connection with the Merger, which may be offset by U.S. source capital losses of
the

Non-U.S.

Holder (even though the individual is not considered a resident of the United States), provided the

Non-U.S.

Holder has timely filed U.S. federal income tax
returns with respect to such losses.



We believe that Cloudera is not currently, has not been during the preceding five years and prior to
or at the time of the Merger does not expect to become, a USRPHC. Because the determination of whether Cloudera is a USRPHC depends on the fair market value of Cloudera’s USRPIs relative to the fair market value of Cloudera’s

non-USRPIs

and other business assets, there can be no assurance that Cloudera is not or will not become a USRPHC. A

non-U.S.

holder should consult its own tax advisor about
the consequences that could result if Cloudera is or were to become a USRPHC.





Information Reporting and Backup Withholding




Information reporting generally will apply to payments to a U.S. Holder in connection with the Merger. Backup withholding generally will apply
to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form

W-9

providing such U.S.
Holder’s correct taxpayer identification number and certifying that such holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules.



Information reporting and backup withholding generally will apply to the proceeds of a disposition of shares of Cloudera common stock in the
Merger by a

non-U.S.

Holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies, on a properly completed applicable IRS Form

W-8,

its status as a

non-U.S.

Holder and satisfies certain other requirements, or otherwise establishes an exemption. For information reporting purposes, dispositions
effected through a

non-U.S.

office of a broker with certain connections with the United States will be treated in a manner similar to dispositions effected through a U.S. office of a broker.

Non-U.S.

Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.



Copies of information returns may be made available to the tax authorities of the country in which the

non-U.S.

holder resides or is incorporated under the provisions of a specific treaty or agreement.



Backup withholding is not an additional tax. The amount of any backup withholding generally will be allowed as a credit against a
holder’s U.S. federal income tax liability, if any, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.




THE DISCUSSION ABOVE IS BASED ON CURRENT U.S. FEDERAL INCOME TAX LAW. LEGISLATIVE, ADMINISTRATIVE OR JUDICIAL CHANGES OR INTERPRETATIONS,
WHICH CAN APPLY RETROACTIVELY, COULD AFFECT THE ACCURACY OF THE STATEMENTS SET FORTH THEREIN. THIS DISCUSSION IS NOT TAX ADVICE. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE
APPLICATION OF ANY U.S.

NON-INCOME

TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR

NON-U.S.

JURISDICTION AND HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING SUCH
MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.





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Regulatory Approvals Required for the Merger





General




Cloudera and Parent have
agreed to use reasonable best efforts to comply with all regulatory notification requirements, and, subject to certain limitations, to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the
Merger Agreement. These approvals include approval under the HSR Act and any other applicable antitrust laws (whether domestic or foreign).





HSR Act
and U.S. Antitrust Matters




Under the HSR Act and the rules promulgated thereunder, the Merger may not be completed until Cloudera
and Parent each file a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable waiting period has expired or been terminated.
A transaction notifiable under the HSR Act may not be completed until the expiration of a


30-calendar-day


waiting period following the parties’ filings of their
respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or DOJ issues a request for additional information and documents (which we refer to as the “Second Request”) prior to the
expiration of the initial waiting period, the parties must observe a second

30-day

waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless
the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period.



Cloudera and Sky Parent Inc.
each filed a Notification and Report Form with respect to the Merger with the FTC and DOJ on June 15, 2021. The waiting period with respect to such Notification and Report Forms under the HSR Act expired at 11:59 p.m., Eastern time on July 15,
2021.



At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period
under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of
the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the antitrust laws
as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under
the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.





Other Regulatory Approvals




The Merger is also subject to clearance or approval by the antitrust authorities in other jurisdictions and other relevant authorities under
foreign investment laws. The Merger cannot be completed until Cloudera and Parent obtain clearance to consummate the Merger or the applicable waiting periods have expired or been terminated in such jurisdictions. Cloudera and Parent, in consultation
and cooperation with each other, made an antitrust filing with the authorities of such jurisdiction.





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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT




The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary
and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference.
You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you.



The
rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.







The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for
purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed
to by Cloudera, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between
Cloudera, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under
the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Cloudera, Parent or Merger Sub or any of their
respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger
Agreement as actual limitations on the respective businesses of Cloudera, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as
otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and
conditions, and not to provide any other factual information regarding Cloudera, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be
read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Cloudera and our business.






Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws



The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the
Closing Date (as defined in the section of this proxy statement captioned “—Closing and Effective Time”): (i) Merger Sub will be merged with and into Cloudera, with Cloudera becoming a wholly owned subsidiary of Parent; (ii) the
separate corporate existence of Merger Sub will thereupon cease; and (iii) Cloudera will continue as the Surviving Corporation. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers
and franchises of Cloudera and Merger Sub, and all of the debts, liabilities and duties of Cloudera and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.



At the Effective Time, the initial directors of the Surviving Corporation will be the directors of Merger Sub as of immediately prior to the
Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified. At the Effective Time, the initial
officers of the Surviving Corporation will be the officers of Cloudera as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their
respective successors are duly appointed. At the Effective Time, the certificate of incorporation of Cloudera as the Surviving Corporation will be amended and restated in its entirety to read substantially identically to the certificate of
incorporation of





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Merger Sub as in effect immediately prior to the Effective Time, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving
Corporation, until thereafter amended.






Closing and Effective Time



The closing of the Merger will take place remotely at 9:00 a.m., Eastern time, on the fifth business day following the satisfaction or waiver
of all conditions to closing of the Merger (described below under the caption, “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the Merger) or such other time agreed to in
writing by Parent, Cloudera and Merger Sub. However, if a specified marketing period (being the first period of fifteen (15) business days following the date on which Parent has been provided the financial information regarding Cloudera
required by the Debt Commitment Letter), has not ended at the time of the satisfaction or waiver of all conditions to closing of the Merger (other than those conditions to be satisfied at the closing of the Merger), the closing of the Merger will
then occur on the date that is the earlier of (i) any business day during such marketing period specified by Parent to Cloudera on no less than two (2) business days’ notice to Cloudera and (ii) the third business day after the
final day of such marketing period. The date on which the closing of the Merger occurs is herein referred to as the “Closing Date.”



On the Closing Date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the
DGCL. The Merger will become effective at the Effective Time.






Merger Consideration





Cloudera common stock




At the
Effective Time, and without any action required by any stockholder, each share of Cloudera common stock (other than Excluded Shares, which include, among other things, shares of Cloudera common stock owned by stockholders who have properly and
validly exercised their statutory rights of appraisal under Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and extinguished, and automatically converted into the right to receive the Per
Share Merger Consideration, less any applicable withholding taxes.





Treatment of Company Equity Awards




The Merger Agreement provides that each Company Option that is outstanding and vested immediately prior to the Effective Time will be cancelled
and converted into the right to receive the Option Consideration. Each Company Option that has a per share exercise price that is equal to or greater than the Per Share Merger Consideration shall be cancelled for no consideration as of the Effective
Time.



Each Company RSU Award and each Company PSU Award that is outstanding immediately prior to the Effective Time (and that does not
vest by its terms at the Effective Time) shall be cancelled and converted into the right to receive the RSU Consideration and the PSU Consideration, respectively, payable on the same time-based vesting schedule as the related Company RSU Award and
Company PSU Award (without regard to any performance requirement). Each Company RSU Award that vests by its terms at the Effective Time shall be cancelled in exchange for the right to receive the Vested RSU Consideration.



In connection with the execution and delivery of the Merger Agreement, Cloudera took the following actions under the ESPP: (i) ensured no
new participants will commence participation in the ESPP after June 1, 2021; (ii) ensured no participant will be allowed to increase his or her payroll contribution rate in effect as of June 1, 2021 or make separate

non-payroll

contributions on or following such date; and (iii) ensured no new offering period or purchase period will commence or be extended pursuant to the ESPP, in each case, after June 1, 2021. If the
Effective Time is expected to occur prior to the end of the current purchase period, Cloudera





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must provide for an earlier exercise date (including for purposes of determining the purchase price for the current purchase period). Such earlier exercise date will be as close to the Effective
Time as is administratively practicable. The ESPP will terminate, in accordance with its terms, no later than immediately prior to and effective as of the Effective Time.






Exchange and Payment Procedures



Prior to the closing of the Merger, Parent will select a transfer agent or such other bank or trust company, reasonably acceptable to Cloudera
(the “Payment Agent”) to make payments of the Per Share Merger Consideration to stockholders. At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Payment Agent cash sufficient to pay the aggregate Per
Share Merger Consideration to stockholders.



Promptly following the Effective Time (and in any event within five (5) business days),
the Payment Agent will mail to each holder of record (as of immediately prior to the Effective Time) a letter of transmittal in customary form and instructions for use in effecting the surrender of such holder’s shares of Cloudera common stock
represented by such holder’s certificate(s) or book-entry shares in exchange for the Per Share Merger Consideration payable in respect of such shares. The amount of any Per Share Merger Consideration paid to stockholders may be reduced by any
applicable withholding taxes.



If any cash deposited with the Payment Agent is not claimed within one (1) year following the
Effective Time, such cash will be returned to the Surviving Corporation, upon demand, and any holders of Cloudera common stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving
Corporation as general creditor for payment of the Per Share Merger Consideration. Any cash deposited with the Payment Agent that remains unclaimed two (2) years following the Effective Time will, to the extent permitted by applicable law,
become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.






Representations and Warranties



The Merger Agreement contains representations and warranties of Cloudera, Parent and Merger Sub.



Some of the representations and warranties in the Merger Agreement made by Cloudera are qualified as to “materiality” or
“Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to Cloudera, any change, event, effect or circumstance that, individually or in the aggregate, is or
would reasonably be expected to have a material adverse effect on (i) the ability of the Cloudera Group Members to perform their material obligations under, or to consummate the transactions contemplated by, the Merger Agreement or
(ii) the business, financial condition or results of operations of the Cloudera Group, taken as a whole, except that, solely with respect to clause (ii), no changes, events, effects or circumstances with respect to the following matters (by
itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur (subject
to the limitations set forth below):













•



general economic or business conditions in the United States or any other country or region in the world, or
changes in conditions in the global economy generally;














•



conditions in the financial markets, credit markets or capital markets in the United States or any other country
or region in the world, including (i) changes in interest rates or credit ratings in the United States or any other country; (ii) changes in exchange rates for the currencies of any country; or (iii) any suspension of trading in
securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange


or over-the-counter market


operating in the United
States or any other country or region in the world;






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•



general conditions in the industries in which the Cloudera Group generally conducts business;














•



regulatory, legislative or political conditions in the United States or any other country or region in the world;














•



geopolitical conditions, outbreak of hostilities, acts of war, sabotage, terrorism or military actions (including
any escalation or general worsening of any such hostilities, acts of war, sabotage, terrorism or military actions) in the United States or any other country or region in the world;














•



earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, pandemics
(including


SARS-CoV-2


or

COVID-19,

any evolutions or mutations thereof or related or associated epidemics, pandemics or disease
outbreaks

(“COVID-19”)),

epidemics or other outbreaks of diseases, quarantine restrictions, weather conditions and other force majeure events in the United States or any other country or region in
the world (or escalation or worsening of any such events or occurrences, including, as applicable, subsequent wave(s));














•



resulting from the announcement, pendency, or consummation of the Merger Agreement or the transactions
contemplated thereby, including the impact thereof on the relationships, contractual or otherwise, of the Cloudera Group with employees, suppliers, customers, partners, vendors or any other third person (except with respect to any representation or
warranty to the extent that such representation or warranty expressly addresses consequences resulting from the execution of the Merger Agreement or the consummation or pendency of the transactions contemplated thereby);














•



the compliance by Parent, Merger Sub or Cloudera with the terms of the Merger Agreement, including the taking of
any action expressly required to be taken or refraining from taking any action expressly prohibited by the terms of the Merger Agreement;














•



arising from any action taken or refrained from being taken, in each case to which Parent has expressly approved,
consented to or requested in writing following the date of the Merger Agreement;














•



changes in GAAP or other accounting standards or in any applicable laws or regulations (or the official
interpretation of any of the foregoing);














•



any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure,
sequester, safety or similar law, directive, guidelines or recommendations promulgated by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in
response to

COVID-19


(“COVID-19

Measures”);














•



the price or trading volume of Cloudera common stock, in and of itself (it being understood that any cause of
such change may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has occurred) or any change, in and of itself, in the credit
ratings or ratings outlook of any Cloudera Group Member (provided that the underlying cause of such change in credit rating or rating outlook may be considered in determining if there has been a Company Material Adverse Effect);














•



any failure, in and of itself, by the Cloudera Group to meet (i) any public estimates or expectations of
Cloudera’s revenue, earnings or other financial performance or results of operations for any period; or (ii) any internal budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of
operations (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Company Material Adverse Effect and may be taken into consideration when determining whether a Company Material Adverse Effect has
occurred if not otherwise excluded in the definition of Company Material Adverse Effect);














•



the availability or cost of equity, debt or other financing to Parent and Merger Sub; and














•



any legal proceeding commenced or threatened in writing against Parent, Merger Sub or Cloudera, or any of their
subsidiaries or affiliates or otherwise relating to, involving or affecting such parties or any of their subsidiaries or affiliates, in each case in connection with, arising from or otherwise relating to






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or regarding the Merger and other transactions contemplated by the Merger Agreement, including any legal proceeding or alleging or asserting any misrepresentation or omission in this proxy
statement, any other required company filing or any other communications to the Cloudera stockholders, other than any legal proceedings among the Parent, Merger Sub and Cloudera or with the agents, arrangers and lenders that provide or arrange the
Debt Financing;




except, with respect to bullets

1-6

and

10-11

above, to the extent that such change, event, effect or circumstance has had a disproportionate adverse effect on the Cloudera Group relative to other companies operating in the industry or industries in
which the Cloudera Group conducts business, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred a Company Material Adverse Effect.



In the Merger Agreement, Cloudera has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases,
to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:













•



due organization, valid existence, good standing and authority and qualification to conduct business with respect
to Cloudera;














•



Cloudera’s corporate power and authority to enter into and perform the Merger Agreement, the enforceability
of the Merger Agreement and the absence of conflicts with laws, Cloudera’s organizational documents and Cloudera’s contracts;














•



the organizational documents of Cloudera;














•



the necessary approval of the Board of Directors;














•



the rendering of Morgan Stanley’s opinion to the Board of Directors;














•



the inapplicability of anti-takeover statutes to the Merger;














•



the necessary vote of stockholders in connection with the Merger Agreement;














•



the absence of any conflict, violation or material alteration of any organizational documents, existing
contracts, applicable laws to Cloudera or the resulting creation of any lien upon Cloudera’s assets due to the performance of the Merger Agreement;














•



required consents, approvals and regulatory filings in connection with the Merger Agreement and performance
thereof;














•



the capital structure of Cloudera;














•



the absence of any undisclosed exchangeable security, option, warrant or other right convertible into Cloudera
common stock;














•



the absence of any undisclosed contract relating to the voting of, requiring registration of, or granting any
preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any of Cloudera’s securities;














•



the subsidiaries of Cloudera;














•



the accuracy and required filings of Cloudera’s SEC filings and financial statements;














•



Cloudera’s disclosure controls and procedures;














•



Cloudera’s internal accounting controls and procedures;














•



the absence of specified undisclosed liabilities;














•



since January 31, 2021 through the date of the Merger Agreement, (a) Cloudera has conducted its
business in the ordinary course of business consistent with past practice except as a result of the






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Merger and related transaction and any actions taken in good faith to respond to

COVID-19

Measures and (b) there has not occurred (i) any Company
Material Adverse Effect or (ii) any action taken by the Cloudera or event that would have required the consent of Cloudera pursuant to the terms of the Merger Agreement had such action or event occurred after the date of the Merger Agreement;














•



the existence and enforceability of specified categories of Cloudera’s material contracts, and any notices
with respect to termination or intent not to renew those material contracts therefrom;














•



certain real property and tangible property owned or leased by a Cloudera Group Member;














•



environmental matters;














•



trademarks, patents, copyrights and other intellectual property matters including data security requirements and
privacy;














•



tax matters;














•



employee benefit plans;














•



labor matters;














•



Cloudera’s compliance with laws, standards and requirements and possession of necessary permits;














•



litigation and regulatory matters;














•



insurance matters;














•



absence of any undisclosed transactions, relations or understandings between a Cloudera Group Member, on the one
hand, and any affiliate or related person thereof, on the other hand;














•



payment of fees to brokers in connection with the Merger Agreement;














•



export controls matters and compliance with applicable anti-corruption and anti-money laundering laws;; and














•



the exclusivity and terms of the representations and warranties made by Parent and Merger Sub.




In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Cloudera that are
subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:













•



due organization, good standing and authority and qualification to conduct business with respect to Parent and
Merger Sub and availability of these documents;














•



Parent’s and Merger Sub’s corporate authority to enter into and perform the Merger Agreement, the
enforceability of the Merger Agreement and the absence of conflicts with laws, Parent’s or Merger Sub’s organizational documents and Parent’s or Merger Sub’s contracts;














•



the absence of any conflict, violation or material alteration of any organizational documents, existing
contracts, applicable laws or the resulting creation of any lien upon Parent or Merger Sub’s assets due to the performance of the Merger Agreement;














•



required consents and regulatory filings in connection with the Merger Agreement;














•



the absence of litigation, orders and investigations;














•



accuracy of information to be provided in the proxy statement;














•



ownership of capital stock of Cloudera;














•



payment of fees to brokers in connection with the Merger Agreement;














•



operations of Parent and Merger Sub;






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•



the absence of any required consent of holders of voting interests in Parent or Merger Sub;














•



delivery and enforceability of each of the Guaranties, Equity Commitment Letters, Debt Commitment Letter and a
certain redacted fee letter dated as of June 1, 2021;














•



the commitments to provide financing to Parent, the availability of Parent’s financing and sufficiency of
funds;














•



the absence of any stockholder or management arrangements related to the Merger;














•



the solvency of Parent and its subsidiaries following the consummation of the Merger and the transactions
contemplated by the Merger Agreement; and














•



the exclusivity and terms of the representations and warranties made by Cloudera.




The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.






Conduct of Business Pending the Merger



The Merger Agreement provides that, except: (i) as contemplated by the Merger Agreement; (ii) as required by applicable law;
(iii) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (iv) as disclosed in the confidential disclosure letter to the Merger Agreement; or (v) for any reasonable
actions taken in good faith to respond to the actual or anticipated effects of

COVID-19

or the

COVID-19

Measures, during the period of time between the date of the
signing of the Merger Agreement and the first to occur of the Effective Time and the termination of the Merger Agreement (the “Interim Period”), Cloudera will and will cause each of its subsidiaries to:













•



subject to the restrictions and exceptions in the Merger Agreement, use commercially reasonable efforts to carry
on its business, in all material respects, in the ordinary course of business consistent with past practice; and














•



use its commercially reasonable efforts to (A) preserve intact its present business, (B) keep available
the services of its officers and employees and (C) preserve its relationships with customers, suppliers, distributors, licensors, licensees and other Persons with which it has significant business dealings.




In addition, Cloudera has also agreed that, except: (i) as approved in writing in advance by Parent (which approval will not be
unreasonably withheld, conditioned or delayed); (ii) as disclosed in the confidential disclosure letter to the Merger Agreement; (iii) as required by applicable law; or (iv) as contemplated by the terms of the Merger Agreement, during the
Interim Period, Cloudera will not, among other things (and subject to certain exceptions):













•



propose to adopt any amendments to or amend the organizational documents of any member of the Cloudera Group;














•



liquidate, dissolve or reorganize;














•



authorize for issuance, issue, sell, deliver or grant any shares of capital stock or any restricted stock units,
options, warrants, other equity-based commitments, subscriptions or rights to purchase any similar capital stock or securities of the Cloudera Group;














•



acquire, redeem, or amend any securities of the Cloudera Group;














•



split, combine, or modify the terms of capital stock of Cloudera;














•



declare, set aside or pay any dividend or other distribution;














•



incur or assume any long-term or short-term debt or issue any debt securities;






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•



enter into, adopt, amend, modify, renew or terminate any employee plan;














•



pay any special bonus, remuneration or benefit to any director or to any officer or employee whose annual base
cash compensation exceeds $300,000;














•



(A) hire, engage, promote, temporarily layoff, furlough or terminate or (B) accelerate, increase or decrease
the compensation, remuneration or benefits of, in each case, any employee or independent contractor whose annual base cash compensation exceeds $300,000;














•



accelerate the vesting of any company equity award or the funding of any payment or benefit payable or to become
payable to any of its directors, officers or employees;














•



waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other
restrictive covenant obligation of any current or former employee or independent contractor;














•



forgive any loans to any of its employees, officers or directors or any employees, officers or directors of any
Cloudera Group Member;














•



make any deposits or contributions of cash or other property or take any other action to fund or in any other way
secure the payment of compensation or benefits under any Cloudera Group Member employee benefit plans;














•



enter into, amend, negotiate or extend any labor agreement or, unless required by law, recognize or certify any
labor union, labor organization, works council or group of employees as the bargaining representative for any employees of any Cloudera Group Member;














•



acquire, sell, lease, license or dispose of any material property or assets in any single transaction or series
of related transactions, except for existing contracts made available to Parent or that are set forth on the confidential disclosure letter, or transactions in the ordinary course of business consistent with past practice and not in excess of
$5,000,000 individually, or $20,000,000 in the aggregate;














•



make any material change to accounting principles or practices;














•



undertake certain

tax-related

actions;














•



enter into, amend or grant any release or waiver under any material contracts or Company IP Contracts (as defined
in the Merger Agreement);














•



enter into, amend or renew any material real property leases;














•



fail to maintain or allow to lapse, dispose of or abandon any material intellectual property used in or held for
use in any Cloudera Group Member’s business, or grant permission to enter into the public domain any material trade secrets included in any Cloudera Group Member’s intellectual property;














•



grant any exclusive rights with respect to or divest any Cloudera Group Member’s intellectual property;














•



acquire any other Person (as defined in the Merger Agreement) or any equity interest therein;














•



authorize, incur or commit to incur any capital expenditure(s) that in the aggregate exceeds, in any given fiscal
quarter, 125% of the amount set forth in Cloudera’s capital expenditure budget, as provided in the confidential disclosure letter to the Merger Agreement, with respect to such fiscal quarter;














•



settle litigation involving Cloudera;














•



revalue in any material respect any of its properties or assets, including

writing-off

notes or accounts receivable other than in the ordinary course of business consistent with past practice;














•



enter into any contract or other arrangement or understanding that would be required to be disclosed under Item
404(a) of Regulation

S-K;






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•



enter into or adopt any “poison pill” or similar stockholder rights plan; or














•



enter into agreements or otherwise make a commitment to do any of the foregoing.







The “Go Shop” Period—Solicitation of Other Offers



Under the Merger Agreement, from the date of the Merger Agreement until the No Shop Period Start Date, Cloudera, its affiliates and their
respective representatives had the right to: (i) solicit, initiate, propose, induce, encourage or facilitate the making, submission or announcement of, or knowingly encourage, facilitate or assist any proposal or inquiry that constitutes, could
constitute or is reasonably expected to lead to, an Acquisition Proposal (as defined in this section of this proxy statement below); (ii) subject to the entry into, and solely in accordance with, an Acceptable Confidentiality Agreement, furnish to
any third person (and its representatives, prospective debt and equity financing sources and/or their respective representatives), any

non-public

information relating to the Cloudera Group or afford to any
such third person (and its representatives, prospective debt and equity financing sources and/or their respective representatives) access to the business, properties, assets, books, records or other

non-public

information, or to any personnel, of the Cloudera Group, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal (or any proposal or inquiry that could constitute or is reasonably expected to lead
to an Acquisition Proposal), provided that Cloudera will substantially concurrently (and in any event within twenty-four (24) hours), provide to Parent, or provide Parent access to, any such

non-public

information that has not been previously provided to Parent or its representatives, and the Cloudera Group must not provide any competitively sensitive

non-public

information to any third person who is or has
one or more affiliates that is a competitor of any Cloudera Group Member except in accordance with customary “clean room” or other similar procedures; (iii) continue, enter into, maintain, participate or engage in discussions or
negotiations with any third person (and its representatives, prospective debt and equity financing sources and/or their respective representatives) with respect to an Acquisition Proposal (or any proposal or inquiry that could constitute or
reasonably be expected to lead to an Acquisition Proposal); and (iv) cooperate with or assist or participate in or facilitate any such proposals, inquiries, offers, discussions or negotiations or any effort or attempt to make any Acquisition
Proposal, including that Cloudera may grant a limited waiver under any “standstill provision” or similar obligation to allow such third person to submit or amend an Acquisition Proposal on a confidential basis to the Board of Directors.



If Cloudera had terminated the Merger Agreement for the purpose of entering into a definitive agreement with any Excluded Party prior to
the No Shop Period Start Date in respect of a Superior Proposal, Cloudera would have been required to pay a termination fee of $92,472,000 to Parent, so long as the Company has complied in all material respects with the

non-solicitation

provisions set forth in the Merger Agreement with respect to such Superior Proposal. For more information, please see the section of this proxy statement captioned “—The Board of
Directors’ Recommendation; Company Board Recommendation Change.”



For purposes of this proxy statement and the Merger Agreement:



“Acceptable Confidentiality Agreement” means an agreement with the Company that is either (i) in effect as of the date
hereof; or (ii) executed, delivered and effective after the date hereof, in either case containing provisions that require any counterparty thereto (and any of its affiliates and representatives named therein) that receive

non-public

information of or with respect to the Company to keep such information confidential (subject to customary exceptions); provided, however, that, other than with respect to any immaterial provisions, the
provisions contained therein are not less favorable to the Company in any material respect than the terms of the Confidentiality Agreements (it being understood that such agreement need not contain any “standstill” or similar provisions or
that otherwise prohibit the making of any Acquisition Proposal). For the avoidance of doubt, a joinder to an Acceptable Confidentiality Agreement pursuant to which a third party agrees to be bound by the confidentiality and use provisions of an
Acceptable Confidentiality Agreement shall be an Acceptable Confidentiality Agreement.





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“Acquisition Proposal” means any inquiry, offer or proposal relating to an
Acquisition Transaction.



“Acquisition Transaction” means any transaction or series of related transactions (other than the
Merger) involving:












(1)


any direct or indirect purchase or other acquisition by any third person or “group” (as defined
pursuant to Section 13(d) of the Exchange Act) of persons, whether from Cloudera or any other person(s), of securities representing more than 20% of the total outstanding voting power of Cloudera after giving effect to the consummation of such
purchase or other acquisition, including pursuant to a tender offer or exchange offer by any person or “group” of persons that, if consummated in accordance with its terms, would result in such person or “group” of persons
beneficially owning more than 20% of the total outstanding voting power of Cloudera after giving effect to the consummation of such tender or exchange offer;













(2)


any direct or indirect purchase, exclusive license or other acquisition by any third person or
“group” (as defined pursuant to Section 13(d) of the Exchange Act) of persons of assets constituting or accounting for more than 20% of the consolidated assets, revenue or net income of the Cloudera Group, taken as a whole (measured
by the fair market value thereof as of the date of such purchase or acquisition); or













(3)


any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or
other transaction involving Cloudera pursuant to which (x) any third person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of persons would hold securities representing more than 20% of the total
outstanding voting power of Cloudera outstanding after giving effect to the consummation of such transaction or (y) the stockholders of Cloudera immediately preceding such transaction hold less than 80% of the equity interests of the surviving
or resulting entity of such transaction.




“Excluded Party” means any third person (i) who submits a
written offer or proposal that constitutes a bona fide Acquisition Proposal to the Company or any of its representatives after the date of the Merger Agreement and prior to the

No-Shop

Period Start Date and
(ii) whose Acquisition Proposal is determined by the Company Board, in good faith, prior to the start of the

No-Shop

Period Start Date (after consultation with its outside counsel and its financial
advisor), to be, or would reasonably be expected to lead to, a Superior Proposal; provided, however, that a third person shall immediately cease to be an Excluded Party (and the provisions of the Merger Agreement applicable to Excluded Parties shall
cease to apply with respect to such person) if (1) such Acquisition Proposal is withdrawn by such third person or (2) such Acquisition Proposal, in the good faith determination of the Company Board (after consultation with its outside
counsel and its financial advisor), no longer is, or would no longer be reasonably expected to lead to, a Superior Proposal.



“Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction that (i) was not the result
or effect of a violation of Section 5.3(b) of the Merger Agreement and (ii) is on terms that the Board of Directors (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal
counsel), taking into account all legal, regulatory and financing aspects of the proposal (including certainty of closing), the identity of the Person making the proposal and other aspects of the Acquisition Proposal that the Board of Directors
deems relevant, if consummated, would be more favorable from a financial point of view to the Company Stockholders (in their capacity as such) than the Transactions (taking into account any revisions to the Merger Agreement made or proposed in
writing by Parent prior to the time of such determination in accordance with Section 5.3(b) of the Merger Agreement). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to (x) “20%”
in the definition of “Acquisition Transaction” will be deemed to be references to “50%” and (y) “80%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%”.





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The “No Shop” Period—No Solicitation of Other Offers



From the date of the No Shop Period Start Date (or, with respect to an Excluded Party, the

Cut-Off

Time) until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Cloudera Group Members will not, will cause their respective officers and directors not to, and will use reasonable best efforts to cause their
other respective representatives not to, directly or indirectly:













•



solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage,
facilitate or assist any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal;














•



furnish to any third person

any non-public information

relating
to the Cloudera Group or afford to any third person access to the business, properties, assets, books, records or

other non-public information,

or to any personnel, of the Cloudera Group, in any such
case with the intent to induce, or that could reasonably be expected to result in, the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any inquiries or the making of any proposal or
offer that would reasonably be expected to lead to an Acquisition Proposal;














•



participate or engage in discussions, communications or negotiations with any third person with respect to an
Acquisition Proposal or inquiry;














•



approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an
Acquisition Proposal; or














•



enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement,
acquisition agreement or other contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement.




In addition, Cloudera has agreed to cease and cause to be terminated any discussions or negotiations with any third person and its
representatives relating to any Acquisition Proposal or Acquisition Transaction, request the prompt return or destruction of

all non-public information

concerning the Cloudera Group furnished to any
person with whom a confidentiality agreement with respect to an Acquisition Proposal was entered into at any time within the nine (9) month period immediately preceding the No Shop Period Start Date and will cease providing any further
information with respect to Cloudera or any Acquisition Proposal to any such third person or its representatives and will immediately terminate all access granted to any such third person or its representatives to any physical or electronic data
room (or any other diligence access). Cloudera has also agreed to enforce, and not to waive, terminate or modify any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Board
of Directors, unless the Board of Directors has determined in good faith, after consultation with outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law.



Notwithstanding these restrictions, Cloudera may continue to engage in the activities delineated in the previous two paragraphs with respect
to any Excluded Party (but only for so long as such person is and remains an Excluded Party), including with respect to any amended or modified Acquisition Proposal submitted by any Excluded Party following the No Shop Period Start Date.



Additionally, under certain specified circumstances, from the No Shop Period Start Date until the adoption of the Merger Agreement by Cloudera
Stockholders, Cloudera and the Board of Directors may, directly or indirectly through one or more of their representatives, participate or engage in negotiations with, furnish any

non-public

information
relating to the Cloudera Group pursuant to an Acceptable Confidentiality Agreement to any person (or its representatives) that had made of delivered to the Company a bona fide Acquisition Proposal, and otherwise facilitate such Acquisition Proposal
or assist such person (and its representatives, prospective debt and equity financing sources and/or their respective representatives) with such Acquisition Proposal (in each case, if requested by such person) and such Acquisition Proposal did not
result from any material breach of Cloudera’s

non-solicitation

obligations pursuant to the Merger Agreement (provided that Cloudera and its





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representatives may contact any third person in writing to clarify any ambiguous terms and conditions of an Acquisition Proposal which are necessary to determine whether the Acquisition Proposal
constitutes a Superior Proposal) if (and only if), subject to complying with certain procedures described in the subsequent paragraph, the Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial
advisor and its outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal, and, in each case, the failure to take such actions in respect of such Acquisition
Proposal would reasonably be expected to be inconsistent with the Board of Directors’ fiduciary duties to stockholders under applicable law.



Both during the Go Shop Period and after the No Shop Period Start Date but prior to the adoption of the Merger Agreement by Cloudera’s
stockholders, Cloudera is not entitled to terminate the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal unless it complies with certain procedures in the Merger Agreement, including, but not limited
to, negotiating with Parent in good faith over a five

(5)-business-day

period in an effort to amend the terms and conditions of the Merger Agreement, so that such Superior Proposal no longer constitutes a
“Superior Proposal” relative to the transactions contemplated by the Merger Agreement, as amended pursuant to such negotiations.



If Cloudera terminates the Merger Agreement prior to the adoption of the Merger Agreement by Cloudera Stockholders for the purpose of entering
into an agreement in respect of a Superior Proposal, Cloudera must pay a $171,734,000 termination fee to Parent, so long as the Company has complied in all material respects with the

non-solicitation

provisions set forth in the Merger Agreement with respect to such Superior Proposal.






The Board of Directors’
Recommendation; Company Board Recommendation Change



As described above, and subject to the provisions described below, the Board of
Directors has made the recommendation that the holders of shares of Cloudera common stock vote “

FOR

” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect a Company
Board Recommendation Change except as described below.



Prior to the adoption of the Merger Agreement by the Cloudera Stockholders, the
Board of Directors may not take any action described in the following (any such action, a “Company Board Recommendation Change”):













•



withhold, withdraw, amend, qualify or modify, or publicly propose to withhold, withdraw, amend, qualify or
modify, the recommendation of the Board of Directors to approve the Merger, in each case, in a manner adverse to Parent in any material respect (it being understood that it will be considered a modification adverse to Parent that is material if
(i) any Acquisition Proposal structured as a tender or exchange offer is commenced and the Board of Directors fails to publicly recommend against acceptance of such tender or exchange offer by stockholders within ten business days of
commencement thereof pursuant to

Rule 14d-2 of

the Exchange Act or (ii) any Acquisition Proposal is publicly announced (other than by the commencement of a tender or exchange offer) and the
Board of Directors fails to issue a public press release within ten business days of such public announcement providing that the Board of Directors reaffirms the Cloudera recommendation);














•



adopt, approve, endorse, recommend or otherwise declare advisable (or propose to adopt, approve, endorse,
recommend or otherwise declare advisable) an Acquisition Proposal;














•



fail to publicly reaffirm the recommendation of the Board of Directors to approve the Merger within ten business
days after Parent so requests in writing (it being understood that Cloudera will have no obligation to make such reaffirmation on more than two separate occasions); or














•



fail to include the recommendation of the Board of Directors to approve the Merger in this proxy statement.






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For the avoidance of doubt, none of the following, among other things, will constitute a
Company Board Recommendation Change: (i) a “stop, look and listen” communication by the Board of Directors (or a committee thereof) to Cloudera Stockholders pursuant to

Rule 14d-9(f) promulgated

under the Exchange Act (or any substantially similar communication), (ii) the factually accurate public disclosure by Cloudera of the receipt of an Acquisition Proposal if,
and only to the extent required by applicable law, (iii) the determination by the Board of Directors (or a committee thereof) that an Acquisition Proposal constitutes a Superior Proposal, solely to the extent such determination is not publicly
disclosed by Cloudera or its representatives, or (iv) delivery by the Company to Parent of any notice related to an Intervening Event (as defined in this section of this proxy statement below) or Superior Proposal as set forth below.



Notwithstanding the restrictions described above, prior to the adoption of the Merger Agreement by stockholders, the Board of Directors may
effect a Company Board Recommendation Change if (i) there has been an Intervening Event; or (ii) Cloudera has received a bona fide Acquisition Proposal, whether before or after the No Shop Period Start Date, that the Board of Directors has
concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case, to the extent a failure to effect a Company Board Recommendation Change would reasonably be expected to be
inconsistent with the Board of Directors’ fiduciary obligations under applicable law.



The Board of Directors may only effect a
Company Board Recommendation Change for an Intervening Event if:













•



Cloudera has provided prior written notice to Parent at least five business days in advance to the effect that
the Board of Directors (or a committee thereof) intends to effect a Company Board Recommendation Change pursuant to the Merger Agreement, which notice must specify the basis for such Company Board Recommendation Change, including a description of
the Intervening Event in reasonable detail;














•



prior to effecting such Company Board Recommendation Change, Cloudera and its representatives, during such five

business-day

period, must have (i) negotiated with Parent and its representatives in good faith (to the extent that Parent desires to so negotiate) to allow Parent to offer such adjustments to the terms and
conditions of the Merger Agreement, the Financing Letters and/or the Guaranties to obviate the need to effect a Company Board Recommendation Change in response to such Intervening Event; and (ii) taken into account any adjustments to the terms
and conditions of the Merger Agreement, the Financing Letters and/or the Guaranties proposed by Parent and other information provided by Parent in response to the notice described in the foregoing clause directly above, in each case that are offered
in writing by Parent no later than 11:59 p.m. (Pacific time) on the last day of the five

business-day

period, in a manner that would constitute a binding agreement between the parties if accepted by Cloudera;
and














•



following the five

business-day

notice period described above, the Board
of Directors (or a committee thereof) (after consultation with its financial advisor and outside legal counsel and taking into account Parent’s proposed revisions to the terms and conditions of the Merger Agreement) shall have determined in
good faith that the failure of the Board of Directors (or a committee thereof) to make such a Company Board Recommendation Change would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law; provided, that
each time material modifications to the Intervening Event occur, Cloudera must notify Parent of such modification and the

five-business-day

period described above will recommence and be extended for three
(3) business days from the day of such notification.




In addition, the Board of Directors may only effect a Company
Board Recommendation Change or authorize Cloudera to terminate the Merger Agreement to enter into an agreement with respect to a Superior Proposal substantially concurrently with the termination of the Merger Agreement in response to a bona fide





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Acquisition Proposal that the Board of Directors has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, in each case if and
only if:













•



the Board of Directors (or a committee thereof) determines in good faith (after consultation with its financial
advisor and outside legal counsel) that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties pursuant to applicable law;














•



the Cloudera Group and its representatives have complied in all material respects with its obligations under the
Merger Agreement with respect to such Acquisition Proposal;














•



Cloudera has provided prior written notice to Parent at least five business days in advance to the effect that
the Board of Directors (or a committee thereof) has (i) received a bona fide Acquisition Proposal that has not been withdrawn; (ii) concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal; and
(iii) resolved to effect a Company Board Recommendation Change or to terminate the Merger Agreement absent any revision to the terms and conditions of the Merger Agreement, which notice will specify the basis for such Company Board
Recommendation Change or termination, including the identity of the person or “group” of persons making such Acquisition Proposal (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such person
or “group” of persons that was in effect on the date of the Merger Agreement), the material terms thereof and copies of all relevant documents relating to such Acquisition Proposal;














•



prior to effecting such Company Board Recommendation Change or termination, Cloudera and its representatives,
during the five business day notice period described above, have: (i) negotiated with Parent and its representatives in good faith (to the extent that Parent desires to so negotiate) to offer such adjustments to the terms and conditions of
the Merger Agreement, the Financing Letters and/or the Guaranties so that such Acquisition Proposal would cease to constitute a Superior Proposal; and (ii) taken into account any adjustments to the terms and conditions of the Merger Agreement,
Financing Letters and/or the Guaranties that are offered in writing by Parent, no later than 11:59 p.m. (Pacific time) on the last day of the five day notice period described above, in a manner that would constitute a binding agreement between
the parties if accepted by Cloudera, provided, however, that in the event of any material modifications to such Acquisition Proposal (it being understood that any change to the financial terms of such proposal shall be deemed a material
modification), Cloudera will be required to deliver a new written notice to Parent and to comply with the requirements of this clause (it being understood that the “notice period” in respect of such new written notice will be three
(3) business days);














•



following the five business day notice period described above including any subsequent notice period as provided
above, the Board of Directors (or a committee thereof) (after consultation with its financial advisor and outside legal counsel and taking into account Parent’s proposed revisions to the terms and conditions of the Merger Agreement and any
other information provided by Parent) shall have determined that the failure of the Board of Directors (or a committee thereof) to make such a Company Board Recommendation Change or to terminate the Merger Agreement would reasonably be expected to
be inconsistent with its fiduciary duties pursuant to applicable law; and














•



in the event of any termination of the Merger Agreement in order to cause or permit the Cloudera Group to enter
into an acquisition agreement with respect to such Acquisition Proposal, Cloudera will have validly terminated the Merger Agreement in accordance with the terms of the Merger Agreement, so long as the Company has complied in all material respects
with the

non-solicitation

provisions set forth in the Merger Agreement with respect to such Superior Proposal, including paying to Parent a termination fee of either (i) $92,472,000 if the Merger Agreement had
been terminated before the No Shop Period Start Date for the purposes of entering into a definitive agreement in respect of a Superior Proposal with any Excluded Party, or (ii) $171,734,000, in the case of any other such termination.




For purposes of this proxy statement and the Merger Agreement, an “Intervening Event” means any material
event, fact, circumstance, development or occurrence that was (i) not known to, or reasonably foreseeable by, the





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Board of Directors as of the date of the Merger Agreement; and (ii) does not relate to (A) any Acquisition Proposal (or any proposal or inquiry that constitutes, or is reasonably
expected to lead to, an Acquisition Proposal) or (B) the fact, in and of itself, that Cloudera meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating
metrics for any period ending on or after the date of the Merger Agreement, or changes after the date of the Merger Agreement in the market price of Cloudera common stock or trading volume of the Cloudera common stock or credit rating of Cloudera,
it being understood that the underlying cause of any of the foregoing in clause (B) 
may be considered and taken into account.






Employee Benefits



The Merger Agreement provides that from and after the Effective Time, Cloudera will, and Parent will cause Cloudera to, honor all Cloudera
employee plans (each, an “Employee Plan”) in accordance with their terms as in effect immediately before the Effective Time. For a period commencing at the Effective Time and ending on the

one-year

anniversary of the Effective Time (or, if sooner, on the date of termination of employment of the relevant Cloudera employee who continues to be an employee following the consummation of the Merger (such employee, a “Continuing
Employee”)), Parent will provide, or cause to be provided, to each Continuing Employee, (i) cash compensation and severance arrangements, each on a basis no less favorable than that in effect immediately prior to the Effective Time, and
(ii) employee benefits (excluding equity or equity-based, defined benefit pension, nonqualified deferred compensation and retiree or post-termination welfare benefits or compensation (the “Excluded Benefits”)) that are substantially
comparable in the aggregate to such employee benefits provided to such Continuing Employees immediately prior to the Effective Time.



All
Continuing Employees will be eligible to continue to participate in the Surviving Corporation’s health and welfare benefit plans (to the same extent such Continuing Employees were eligible to participate under the health and welfare benefits
plans of the Company immediately prior to the Effective Time); however, (i) Parent, its affiliates or the Surviving Corporation may amend, modify or terminate, in accordance with its terms, any benefit or compensation arrangement at any time
assumed, established, sponsored or maintained by any of them, subject to the requirements set forth in the paragraph directly above, and (ii) if Parent or the Surviving Corporation terminates any such health or welfare benefit plan in the plan
year in which the Effective Time occurs, then the Continuing Employees shall be eligible to participate in the Surviving Corporation’s (or a subsidiary’s) health and welfare benefit plans to the extent that coverage under such plans is
replacing comparable coverage under an Employee Plan in which such Continuing Employee participated immediately before the Effective Time.



To the extent that service is relevant under any benefit plan of Parent or subsidiary of Parent and/or the Surviving Corporation (excluding
any plan or arrangement that provides any Excluded Benefit), then Parent shall generally ensure that such benefit plan shall, for purposes of eligibility to participate and vesting, credit Continuing Employees for their years of service recognized
by the Cloudera Group Member prior to the Effective Time with the Cloudera Group Member or their respective predecessors. With respect to any group medical plans maintained by Parent or its subsidiaries in which the Continuing Employees participate
following the Effective Time and in the plan year in which the Effective Time occurs, Parent will, and will cause the Surviving Corporation and any of its subsidiaries to use commercially reasonable efforts to (i) cause there to be waived any
eligibility requirements or

pre-existing

condition limitations or waiting period requirements under any such group health plans to the same extent waived or satisfied under any corresponding Employee Plan of a
Cloudera Group Member in which such Continuing Employee participated immediately prior to the Effective Time, and (ii) give effect, in determining any deductible,

co-insurance

and maximum


out-of-pocket


limitations under such group health plans in the plan year in which the Effective Time occurs, to amounts paid by such Continuing Employees during the portion of
the year prior to the Effective Time under the Employee Plans maintained by a Cloudera Group Member.





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Efforts to Close the Merger



Under the Merger Agreement, Parent, Merger Sub and Cloudera agreed to use, and agreed to cause their respective affiliates to use, reasonable
best efforts to take all actions, do all things and assist and cooperate with the other parties, in each case as necessary, proper and advisable pursuant to applicable law or otherwise to consummate the Merger.






Cooperation with Debt Financing



Pursuant to the Merger Agreement, each of Parent and Merger Sub shall, and shall cause their respective subsidiaries and the CD&R Funds and
the KKR Funds, as the guarantor entities under the Guaranties, to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the
financing on the terms (including the market “flex” provisions) set forth in the Financing Letters (or on other terms and conditions that are acceptable to Parent, subject to certain restrictions set forth in the Merger Agreement).



If all or any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable market “flex”
provisions) contemplated by the Debt Commitment Letter and such portion is necessary to fund the Required Amount, Parent shall promptly notify the Company in writing and Parent and Merger Sub shall use their reasonable best efforts to arrange and
obtain, as promptly as practicable, prior to the termination date, alternative debt financing from the same or alternative sources in an amount sufficient, together with the remaining available financing, to fund the Required Amount and with terms
and conditions (including market “flex” provisions) not less favorable to Parent and Merger Sub (or their respective affiliates) than the terms and conditions set forth in the Debt Commitment Letter.



In connection with the efforts of Parent and Merger Sub to arrange the financing, prior to the Closing Date, the Company shall, and shall
cause its subsidiaries and its and their respective representatives to, use its reasonable best efforts to provide to Parent and Merger Sub, in each case at Parent’s sole cost and expense, such cooperation as is reasonably requested by Parent
in connection with the arrangement of the Debt Financing, including: (i) furnishing Parent and Merger Sub (and Parent and Merger Sub may then furnish to applicable financing sources) as promptly as practicable following June 1, 2021
with certain required financial information regarding Cloudera and using reasonable best efforts to furnish any other information related to the Cloudera Group customarily delivered by a borrower and necessary for the preparation of a customary
confidential information memorandum and other marketing materials used in financings of the type contemplated by the Debt Financing; (ii) using reasonable best efforts to assist in the preparation for and to participate in a reasonable number
of investor and lender meetings, presentations and sessions with rating agencies in connection with the Debt Financing and assist Parent in obtaining ratings in connection with the Debt Financing; (iii) using reasonable best efforts to provide
assistance with the preparation by Parent and the lenders party to the Debt Commitment Letter of materials for rating agency presentations, private placement memoranda, and other customary marketing materials required in connection with the Debt
Financing, including the execution and delivery of customary representation letters in connection with the bank confidential information memorandum; (iv) using reasonable best efforts to cooperate reasonably with the due diligence of the
lenders party to the Debt Commitment Letter, to the extent customary and reasonably requested; (v) using reasonable best efforts to assist Parent in connection with Parent’s preparation of pro forma financial statements of the Cloudera
Group of the type necessary or reasonably requested by the lenders party to the Debt Commitment Letter to be included in any bank information memoranda or other customary marketing materials, including by providing such financial and other pertinent
information regarding the Cloudera Group and their respective businesses; (vi) (A) assist in the preparation, execution and delivery of definitive financing documents, including any credit agreement, notes, guarantee and collateral documents,
pledge and security documents, customary closing certificates and closing documents and

back-up

therefor and for legal opinions in connection with the Debt Financing (including executing and delivering a
solvency certificate from the chief financial officer or treasurer (or other comparable officer) of the Company) and other customary documents as may reasonably be requested by Parent or the lenders party to the Debt Commitment Letter and
(B) facilitating the pledge of or, grant of security interests in





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and obtain perfection of any liens on collateral in connection with the Debt Financing; (vii) at the reasonable request of Parent, and subject to the consent of the Company (which consent
shall not be unreasonably withheld, conditioned or delayed), using reasonable best efforts to (A) file a Form

8-K

with the SEC and (y) post on Debtdomain, IntraLinks, SyndTrak Online or similar
electronic means, disclosing information identified by Parent relating to Cloudera for purposes of permitting such information to be included in any bank information memoranda or other customary marketing materials to be provided to potential
lenders for the Debt Financing who do not wish to receive material nonpublic information with respect to any of the Company, its subsidiaries or any of their respective securities; (viii) provide all documentation and other information about
Cloudera and its subsidiaries as is reasonably requested by Parent or Merger Sub pursuant to the Debt Commitment Letter with respect to applicable “know your customer” and anti-money laundering rules and regulations including the USA
PATRIOT Act and Customer Due Diligence Requirements for Financial Institutions issued by the U.S. Department of Treasury Financial Crimes Enforcement Network under the Bank Secrecy Act, in each case, at least four business days prior to the closing
of the Merger to the extent requested in writing at least nine business days prior to the Closing Date; and (ix) using reasonable best efforts to take all corporate, limited liability company, partnership or other similar actions reasonably
requested by Parent or any lenders party to the Debt Commitment Letter to permit the consummation of the Debt Financing.



Notwithstanding
the foregoing, subject to certain exceptions set forth in the Merger Agreement, (i) in no event shall any Cloudera Group Member be required to provide any such cooperation to the extent it interferes unreasonably with the ongoing operations of
the Cloudera Group; (ii) no obligation of any Cloudera Group Member or any of their respective representatives on account of the Debt Financing shall be effective until the Closing Date (other than in connection with the delivery of customary
authorization letters); (iii) in no event shall any Cloudera Group Member be required to pay any commitment or other fee (excluding in connection with any authorization letters), enter into any definitive agreement or agree to provide any
indemnity (that is not being indemnified pursuant to the reimbursement obligations set for in the Merger Agreement) in connection with the Debt Financing that is effective, prior to the Closing Date; (iv) such cooperation shall not require any
action that would conflict with or violate Cloudera’s or any of its subsidiaries’ organizational documents or any applicable laws or result in, prior to the Closing Date, the contravention of any material contract to which any Cloudera
Group Member is a party; (v) neither any Cloudera Group Member nor any persons who is a director, officer or employee of any Cloudera Group Member shall be required to (x) pass resolutions or consents (except those which are subject to the
occurrence of the closing of the Merger passed by directors or officers continuing in their positions following the closing of the Merger) or (y) execute any document (excluding the authorization letter in connection with bank information
memoranda) or contract prior to the occurrence of the closing of the Merger in connection with the Debt Financing; (vi) none of any Cloudera Group Member or any of their respective representatives shall be required to disclose or provide any
information in connection with the Debt Financing, the disclosure of which, in the judgement of Cloudera, is subject to attorney-client privilege or could result in the disclosure of any trade secrets, customer-specific data or competitively
sensitive information not otherwise required to be provided under the Merger Agreement or the violation of any confidentiality obligation; (vii) none of any Cloudera Group Member or any of their respective representatives shall be required to
prepare or deliver any pro forma financial information or projections (without waiver of Cloudera’s obligations set forth in clause (v) in the preceding paragraph); (viii) none of any Cloudera Group Member or any of their respective
representatives shall be required to deliver any legal opinion in connection with the Debt Financing; (ix) none of any Cloudera Group Member or any of their respective representatives shall be required to take any action that would cause any
Cloudera Group Member to breach any representation, warranty, covenant or agreement in the Merger Agreement; and (x) none of any Cloudera Group Member or any of their respective representatives shall be required to take any action that could
reasonably be expected to cause any director, officer or employee or stockholder of any Cloudera Group Member to incur personal liability.



Parent will, in the event the closing of the Merger does not occur, (x) promptly, upon request by Cloudera, reimburse Cloudera for all
reasonable and documented


out-of-pocket


costs and expenses incurred by any Cloudera Group Member or their respective representatives in connection with the cooperation
of the Cloudera Group and representatives contemplated by the financing cooperation covenant in the Merger Agreement (it





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being understood that such reimbursement will not apply to any fees, costs and expenses incurred by, or on behalf of, Cloudera in connection with its ordinary course financial reporting
requirements); and (y) indemnify and hold harmless Cloudera, its subsidiaries and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with
the arrangement of the Debt Financing and any information used in connection therewith, in each case other than to the extent any of the foregoing was suffered or incurred as a result of (I) the fraud, bad faith, gross negligence or willful
misconduct of, or a material breach of the Merger Agreement by any Cloudera Group Member or any of their respective representatives or (II) information provided by or on behalf of any Cloudera Group Member or any of their respective
representatives.






Treatment of Certain Indebtedness



Prior to the Effective Time, Cloudera shall (a) deliver (or cause to be delivered) notices of prepayment and/or termination of the certain
Credit Agreement, dated as of December 22, 2020, by and among the Company, the lenders party thereto, and Citibank, N.A. as administrative agent and collateral agent (the “Credit Agreement”) (which notices may be conditioned upon the
consummation of the closing of the Merger and other transactions contemplated under the Merger Agreement (including the Debt Financing)) within the time periods required by the Credit Agreement; (b) take all other actions required to facilitate
the repayment of the accrued Obligations (as defined in the Credit Agreement) with respect to and termination of the commitments under the Credit Agreement and the release of any liens (including any liens granted against the Company Registered
Intellectual Property, as defined in the Merger Agreement) and termination of all guarantees granted in connection therewith, in each case on the Closing Date subject to the delivery of funds arranged by Parent and the occurrence of the Effective
Time and (c) use reasonable best efforts to obtain a customary, executed

pay-off

letter from the administrative agent in respect of the Credit Agreement at least one (1) business day prior to closing
of the Merger and use reasonable best efforts to obtain and furnish Parent with a draft of such

pay-off

letter not fewer than five (5) business days prior to the contemplated Effective Time.






Indemnification and Insurance



From and after the Effective Time, Parent and the Surviving Corporation will, to the fullest extent permitted under applicable law,
(i) indemnify and hold harmless each person who is at June 1, 2021, was previously, or during the period from June 1, 2021 through the Effective Time will be, serving as a director, officer or employee of any Cloudera Group Member and
any person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit any Cloudera Group Member
(collectively, the “Covered Persons”) in connection with any D&O Claim (as defined in the Merger Agreement) and any losses, claims, damages, liabilities, judgments, fines, penalties and amounts paid in settlement and


out-of-pocket


attorneys’ fees and all other


out-of-pocket


costs relating to or resulting
from such D&O Claim and (ii) promptly (and in any event within 10 days) advance costs and expenses (including attorneys’ fees) as incurred by the Covered Persons in connection with any D&O Claim.



In addition, prior to the Effective Time, Cloudera may obtain and prepay the premium for a

six-year

“tail” insurance policy for D&O claims arising from facts, acts, events or omissions that occurred on or prior to the Effective Time. If the Company fails to obtain such tail policy prior to the Effective Time, Parent or the Surviving
Corporation may obtain such a tail policy. Any such tail policy must have at least the same coverage and amounts and contain terms and conditions that are no less favorable to the covered individuals as the Cloudera Group’s existing
directors’ and officers’ insurance policy or policies with a claims period of six (6) years from the Effective Time. Notwithstanding the foregoing, in no event will the Cloudera Group (or Parent, as applicable) be required to expend a
premium in excess of 300% of the aggregate annual amount currently paid by the Cloudera Group for such insurance (the “Maximum Premium”) and, if the annual premium of such insurance coverage exceeds such maximum amount, Cloudera, Parent or
the Surviving Corporation will only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Maximum Premium.





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Other Covenants





Stockholders Meeting




Cloudera has
agreed to take all necessary action (in accordance with applicable law, Cloudera’s organizational documents and the rules of the NYSE) to establish a record date for, duly call, give notice of, convene and hold the Special Meeting as promptly
as reasonably practicable following the mailing of this proxy statement for the purpose of obtaining the affirmative vote of the holders of a majority of the outstanding shares of Cloudera common stock that is required to adopt the Merger Agreement.
The Special Meeting cannot be held later than 45 days after the date upon which Cloudera receives confirmation from the SEC that it will not review, or that it has completed its review of this proxy statement (which confirmation will be deemed to
occur if the SEC has not affirmatively notified Cloudera prior to the tenth calendar day after filing this proxy statement that the SEC will or will not be reviewing this proxy statement).





Stockholder Litigation




Cloudera
will: (i) provide Parent with prompt notice of all stockholder litigation relating to the Merger Agreement (including by providing copies of all pleadings with respect thereto); (ii) keep Parent reasonably informed with respect to the
status thereof; (iii) give Parent the opportunity to participate (at Parent’s expense) in the defense, settlement or prosecution of any such litigation; and (iv) consult with Parent with respect to the defense, settlement or
prosecution of such litigation. Cloudera may not settle any such litigation without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).






Conditions to the Closing of the Merger



The obligations of Parent and Merger Sub, on the one hand, and Cloudera, on the other hand, to consummate the Merger is subject to the
satisfaction or waiver (where permitted by applicable law) of each of the following conditions:













•



the adoption of the Merger Agreement by the requisite affirmative vote of Cloudera stockholders;














•



the expiration or termination of the applicable waiting period under the HSR Act and the receipt of approvals,
consents, waivers or clearances under other antitrust laws and under foreign investment laws; and














•



the absence of any laws or court orders making the Merger illegal or otherwise prohibiting the Merger.




In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or
waiver (where permitted by applicable law) of each of the following additional conditions:













•



the representations and warranties of Cloudera relating to organization, good standing, corporate power,
enforceability, board approval, the fairness opinion, anti-takeover laws, required stockholder

approval, non-contravention with

charter or bylaws, and no brokers being true and correct in all
material respects as of the Closing Date as if made at and as of such time;














•



the representations and warranties of Cloudera relating to the absence of any Company Material Adverse Effect
since January 31, 2021 being true and correct in all respects as of the Closing Date;














•



the representations and warranties of Cloudera relating to certain aspects of Cloudera’s capitalization
being true and correct as of the Closing Date, except where the failure to be so true and correct would not reasonably be expected to result in additional cost, expense or liability to Cloudera, Parent and their affiliates, individually or in the
aggregate, that is more than $20,000,000;














•



the other representations and warranties of Cloudera set forth elsewhere in the Merger Agreement being true and
correct as of the date on which the closing occurs as if made at and as of such time, except for such failures to be true and correct that would not have a Company Material Adverse Effect;






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•



Cloudera having performed and complied in all material respects with all covenants, obligations and conditions of
the Merger Agreement required to be performed and complied with by Cloudera;














•



the receipt by Parent and Merger Sub of a certificate of Cloudera, validly executed for and on behalf of Cloudera
and in its name by a duly authorized officer thereof, certifying that the conditions described in the preceding five bullets have been satisfied; and














•



the absence of any Company Material Adverse Effect having occurred after the date of Merger Agreement that is
continuing.




In addition, the obligation of Cloudera to consummate the Merger is subject to the satisfaction or waiver
(where permitted by applicable law) of each of the following additional conditions:













•



the representations and warranties of Parent and Merger Sub set forth in the Merger Agreement being true and
correct on and as of the date on which the closing occurs with the same force and effect as if made on and as of such date, except for any failure to be so true and correct that would not, individually or in the aggregate, prohibit, prevent or
materially delay the consummation of the Merger or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations pursuant to the Merger Agreement;














•



Parent and Merger Sub having performed and complied in all material respects with all covenants, obligations and
conditions of the Merger Agreement required to be performed and complied with by Parent and Merger Sub at or prior to the closing of the Merger; and














•



the receipt by Cloudera of a certificate of Parent and Merger Sub, validly executed for and on behalf of Parent
and Merger Sub and in their respective names by a duly authorized officer thereof, certifying that the conditions described in the preceding two bullets have been satisfied.







Termination of the Merger Agreement



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 agreement of Cloudera and Parent;














•



by either Cloudera or Parent if:














•



prior to the Effective Time, (i) any permanent injunction or other legal or regulatory restraint or
prohibition preventing the consummation of the Merger is in effect, that, prohibits, makes illegal or enjoins the consummation of the Merger and has become final

and non-appealable; or

(ii) any
statute, rule or regulation is enacted, entered, enforced or deemed applicable to the Merger that prohibits, makes illegal or enjoins the consummation of the Merger;














•



the Merger has not been consummated by the Termination Date; or














•



the Cloudera Stockholders fail to adopt the Merger Agreement at the Special Meeting or any adjournment or
postponement thereof.














•



by Parent if:














•



Cloudera has breached or failed to perform any of its representations, warranties, covenants or other agreements
set forth in the Merger Agreement such that certain conditions set forth in the Merger Agreement are not satisfied and such breach is not capable of being cured, or is not cured, before the earlier of the Termination Date or the date that is 30
calendar days following Parent’s delivery of written notice of such breach (or such shorter period of time as remains prior to the Termination Date); or














•



prior to the adoption of the Merger Agreement by the Cloudera Stockholders, the Board of Directors effects a
Company Board Recommendation Change.






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•



by Cloudera if:














•



Parent or Merger Sub has breached or failed to perform any of its respective representations, warranties,
covenants or other agreements set forth in the Merger Agreement such that certain conditions set forth in the Merger Agreement are not satisfied, and such breach is not capable of being cured, or is not cured, before the earlier of the Termination
Date or the date that is 30 calendar days following Cloudera’s delivery of written notice of such breach (or such shorter period of time as remains prior to the Termination Date);














•



prior to the adoption of the Merger Agreement by the Cloudera Stockholders, so long as the Company has complied
in all material respects with the

non-solicitation

provisions set forth in the Merger Agreement with respect to such Superior Proposal, Cloudera enters into a definitive agreement with respect to a Superior
Proposal and has complied with its obligations under the Merger Agreement, subject to Cloudera paying to Parent a termination fee of either (i) $92,472,000 if the Merger Agreement had been terminated before the No Shop Period Start Date for the
purposes of entering into a definitive agreement in respect of a Superior Proposal with respect to an Excluded Party or (ii) $171,734,000, in the case of any other such termination; or














•



prior to the Effective Time, (i) the closing obligations of Cloudera have been and continue to be satisfied;
(ii) Parent and Merger Sub have failed to consummate the Merger under the timing restrictions set forth in the Merger Agreement; (iii) Cloudera has irrevocably notified Parent in writing that, if Parent performs its obligations under the
Merger Agreement and the equity financing contemplated by the Equity Commitment Letters and the Debt Financing is funded, Cloudera is ready, willing and able to consummate, and will consummate, the Merger; (iv) Cloudera has provided at least
five business days written notice that it intends to terminate the Merger Agreement; and (v) the Merger is not consummated by the end of such five

business-day

period.




In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will be of no further
force or effect without liability of any party to the other parties, as applicable, except certain sections of the Merger Agreement will survive the termination of the Merger Agreement in accordance with their respective terms. Notwithstanding the
foregoing, nothing in the Merger Agreement will relieve the Company from any liability for any intentional fraud or willful and material breach of the Merger Agreement prior to its termination. In addition, no termination of the Merger Agreement
will affect the rights or obligations of any party pursuant to the confidentiality agreements between CD&R, KKR and Cloudera or the Guaranties, which rights, obligations and agreements will survive the termination of the Merger Agreement in
accordance with their respective terms.






Termination Fee



If Cloudera had terminated the Merger Agreement for the purposes of entering into a definitive agreement with any Excluded Party prior to the
No Shop Period Start Date in respect of a Superior Proposal, Cloudera would have been required to pay a $92,472,000 termination fee to Parent, so long as the Company had complied in all material respects with the

non-solicitation

provisions set forth in the Merger Agreement with respect to such Superior Proposal. If the Merger Agreement is terminated under specified circumstances including the instances described
below, Cloudera must pay a $171,734,000 termination fee to Parent.



Parent will also be entitled to receive a termination fee of
$171,734,000 from Cloudera if the Merger Agreement is terminated:













•



(i) (a) by either Parent or Cloudera because the Merger has not been consummated by the Termination Date,
subject to certain exceptions or (b) by Parent because Cloudera has breached its representations, warranties, covenants or agreements in the Merger Agreement such that certain conditions set forth in the Merger Agreement are not satisfied and
such breach is not capable of being cured, or is not cured,






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before the earlier of the Termination Date or the date that is 30 calendar days following Parent’s delivery of written notice of such breach (or such shorter period of time as remains prior
to the Termination Date) (each of (a) and (b), an “Applicable Termination”); (ii) an Acquisition Proposal has been publicly announced since the date of the Merger Agreement and prior to any Applicable Termination; and
(iii) Cloudera enters into an agreement providing for, or consummates, an Acquisition Transaction within twelve months following such Applicable Termination (provided that, for purposes of the termination fee, all references to “20%”
and “80%” in the definition of “Acquisition Transaction” are deemed to be references to “50%”);














•



by Parent, because the Board of Directors has effected a Company Board Recommendation Change; or














•



by Cloudera, to enter into a definitive agreement in respect of a Superior Proposal other than with an Excluded
Party prior to the No Shop Period Start Date.




Cloudera will be entitled to receive a termination fee of $290,626,000
from Parent (the “Parent Termination Fee”) if the Merger Agreement is terminated:













•



by Cloudera if Parent or Merger Sub has breached or failed to perform any of their respective representations,
warranties, covenants or other agreements set forth in the Merger Agreement such that certain conditions set forth in the Merger Agreement are not satisfied, and such breach is not capable of being cured, or is not cured, before the earlier of the
Termination Date or the date that is 30 calendar days following Cloudera’s delivery of written notice of such breach (or such shorter period of time as remains prior to the Termination Date);














•



by Cloudera if prior to the Effective Time, (i) the closing obligations of Cloudera have been and continue
to be satisfied; (ii) Parent and Merger Sub have failed to consummate the Merger under the timing restrictions set forth in the Merger Agreement; (iii) Cloudera has irrevocably notified Parent in writing that, if Parent performs its
obligations under the Merger Agreement and the equity financing contemplated by the Equity Commitment Letters and the Debt Financing is funded, Cloudera is ready, willing and able to consummate, and will consummate, the Merger; (iv) Cloudera
has provided at least five business days written notice that it intends to terminate the Merger Agreement; and (v) the Merger is not consummated by the end of such five business day period; or














•



by Parent because the Merger has not been consummated by the Termination Date and at such time, Cloudera could
have terminated pursuant to either of the prior two bullets above.







Specific Performance



Parent, Merger Sub and Cloudera agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy
would occur in the event that the parties do not timely perform the provisions of the Merger Agreement (including any party failing to take such actions as are required of it in order to consummate the Merger Agreement). Parent, Merger Sub and
Cloudera acknowledge and agree that: (1) the parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or
threatened breaches) of the Merger Agreement and to enforce specifically the terms and provisions thereof; (2) the fees and expenses provisions of the Merger Agreement are not intended to and would not adequately compensate Cloudera, on the one
hand, or Parent and Merger Sub, on the other hand, for the harm that would result from a breach of the Merger Agreement, and will not be construed to diminish or otherwise impair in any respect any party’s right to an injunction, specific
performance and other equitable relief; and (3) the right of specific enforcement is an integral part of the Merger and without that right, neither Cloudera nor Parent would have entered into the Merger Agreement. It is explicitly agreed that,
subject to the limitations of the next two sentences, Cloudera will have the right to an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s and Merger Sub’s obligations to consummate the
Merger and cause the financing to be funded (including to cause Parent to enforce the obligations of the CD&R Funds and the KKR Funds under the Equity





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Commitment Letters in order to cause the Equity Financing to be timely completed in accordance with and subject to the terms and conditions set forth in the Equity Commitment Letter) subject to
the terms and conditions set forth therein and in the Merger Agreement. Notwithstanding the foregoing and subject to the rights of the parties to the definitive agreements for any financing under the terms thereof, none of Cloudera and its
affiliates and their direct and indirect equityholders be entitled to directly seek the remedy of specific performance of the Merger Agreement against any financing source. Notwithstanding anything to the contrary in the Merger Agreement, it is
explicitly agreed that the right of Cloudera to seek an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s obligation to cause the Equity Financing to be funded to fund a portion of the amount
required to consummate the Merger and to make all payments required to be made in connection therewith (but not the right of Cloudera to seek such injunctions, specific performance or other equitable remedies for any other reason) shall be subject
to the requirements that (i) all of the (x) joint conditions to Parent, Merger Sub and Cloudera’s obligations to consummate the Merger and (y) conditions to Parent and Merger Sub’s obligations to consummate the Merger, in
each case, have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions), (ii) the Debt Financing has been
funded in accordance with the terms and conditions thereof or will be funded in accordance with the terms and conditions thereof if the Equity Financing is funded and (iii) Cloudera has irrevocably confirmed in writing that if the Equity
Financing and Debt Financing are funded, then the Company shall take such actions that are required of it by this Agreement to consummate the closing of the Merger pursuant to the terms of the Merger Agreement.



Parent, Merger Sub and Cloudera agree not to raise any objections to (1) the granting of an injunction, specific performance or other
equitable relief to prevent or restrain breaches or threatened breaches of the Merger Agreement by Cloudera, on the one hand, or Parent and Merger Sub, on the other hand; and (2) the specific performance of the terms and provisions of the
Merger Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, obligations and agreements of Parent and Merger Sub pursuant to the Merger Agreement. Any party seeking an injunction or injunctions to
prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each party
irrevocably waives any right that it will have to require the obtaining, furnishing or posting of any such bond or other security.






Limitations of Liability



The collective monetary damages of Parent, Merger Sub or any of their affiliates for breaches (including
any willful breach) under the Merger Agreement (taking into account the payment of the Parent Termination Fee pursuant to the Merger Agreement), the Guaranties or the Equity Commitment Letters will not exceed, in the aggregate for all such breaches,
an amount equal to $290,626,000. The maximum aggregate monetary damages of Cloudera for breaches under the Merger Agreement (taking into account the payment of the termination fee, if applicable) will not exceed an amount equal to $171,734,000 in
the aggregate for all such breaches. Notwithstanding such limitations on liability for monetary damages, Parent, Merger Sub and Cloudera may be entitled to an injunction, specific performance or other equitable relief as provided in the Merger
Agreement.






Fees and Expenses



Except in specified circumstances, whether or not the Merger is completed, Cloudera, 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.





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Amendment



The Merger Agreement may be amended by the parties in an executed written instrument at any time before or after adoption of the Merger
Agreement by the Cloudera Stockholders. However, after adoption of the Merger Agreement by the Cloudera Stockholders, no amendment that requires further approval by such stockholders pursuant to the DGCL may be made without such approval.






Governing Law



The Merger Agreement is governed by Delaware law.




The Board of Directors unanimously recommends that you vote “FOR” this proposal.






The Voting Agreement



Icahn Partners LP and Icahn Partners Master Fund LLP (collectively, “Icahn”), which collectively own approximately 18% of outstanding
Cloudera common stock as of June 1, 2021, have entered into the Voting Agreement with Parent and the Company. Pursuant to the Voting Agreement, Icahn has agreed, among other things, to (i) vote the Voting Agreement Shares in favor of the
Merger and the adoption of the Merger Agreement and (ii) vote its shares against (x) any action or agreement that would reasonably be expected to result in any of the conditions of Cloudera’s obligations set forth in the section of
this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger” not being fulfilled and (y) any Acquisition Proposal, or any agreement, transaction or other matter that is
intended to, or would reasonably be expected to, impede, interfere with or materially and adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement. The Voting Agreement shall terminate upon the
earlier to occur of (a) the Effective Time, (b) the valid termination of the Merger Agreement in accordance with its terms, (c) a Company Board Recommendation Change in accordance with Section 5.3(e)(i) of the Merger Agreement,
(d) the entry into or effectiveness of any amendment, modification or waiver of any provision of the Merger Agreement (including the Schedules and Exhibits thereto) that (i) reduces the amount or changes the form of the consideration for
the Merger set forth in Section 2.7(a)(ii) of the Merger Agreement in a manner that is adverse to the Stockholders or (ii) extends the Termination Date, and (e) written notice of termination of this Agreement by Parent to the
Stockholders.



Subject to certain exceptions, Icahn may not transfer their shares of Cloudera common stock other than with the prior
written consent of Parent.





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PROPOSAL 2: THE CLOUDERA COMPENSATION PROPOSAL



Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Cloudera is required to submit a proposal to our
stockholders to approve, on an

advisory (non-binding) basis,

the compensation that may be paid or become payable to Cloudera’s named executive officers that is based on or otherwise relates to
the Merger Agreement and the transactions contemplated by the Merger Agreement. This compensation is summarized in the section captioned “The Merger—Interests of Executive Officers and Directors of Cloudera in the Merger.” The Board
of Directors encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement. Accordingly, Cloudera is asking you to approve the following resolution:



“RESOLVED, that the stockholders of Cloudera approve, on

a non-binding, advisory

basis
the compensation that will or may become payable to Cloudera’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of

Regulation S-K in

the section captioned ‘The Merger—Interests of Executive Officers and Directors of Cloudera in the Merger.’”



The vote on this Compensation Proposal is a vote separate and apart from the vote on the proposal to adopt the Merger Agreement. Accordingly,
you may vote to approve the proposal to adopt the Merger Agreement and vote not to approve this Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Cloudera. Accordingly, if
the Merger Agreement is adopted and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this Compensation Proposal.




Vote Required and Board of Directors Recommendation



Approval, on an

advisory (non-binding) basis,

of the Compensation Proposal requires the
affirmative vote of the outstanding shares of Cloudera common stock representing a majority of the outstanding shares present at the Special Meeting in person or by proxy, provided a quorum is present. Assuming a quorum is present, (i) a
failure to vote in person or by proxy at the Special Meeting will have no effect on the outcome of the Compensation Proposal, (ii) abstentions will be treated as votes cast and, therefore, will have the same effect as a vote against the
Compensation Proposal and

(iii) broker “non-votes” (if

any) will have no effect on the outcome of the Compensation Proposal. Shares of Cloudera common stock represented by properly
executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Cloudera Stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of
Cloudera common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares will be voted as recommended by the Board of Directors.




The Board of Directors unanimously recommends that you vote “FOR” this proposal.





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PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING



We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates 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. If stockholders approve the adjournment proposal, we could adjourn the Special Meeting and any adjourned session of the Special
Meeting and use the additional time to solicit additional proxies, including soliciting proxies from Cloudera Stockholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things,
approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could
adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the
Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.




The Board of
Directors unanimously recommends that you vote “FOR” this proposal.





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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The following table sets forth certain information with respect to the beneficial ownership of our common stock as of
July 1, 2021 for:













•



each of our named executive officers;














•



each of our directors;














•



all of our directors and executive officers as a group; and














•



each stockholder known by us to beneficially own more than 5% of our common stock.




We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based
on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on 296,132,583 shares of common stock outstanding as of July 1, 2021. In computing the number of shares of common stock beneficially owned by a person or entity and the percentage ownership of that
person or entity, we deemed to be outstanding all shares of common stock subject to (i) stock options held by that person or entity that are currently exercisable or exercisable within 60 days of July 1, 2021 and (ii) stock awards
held by that person or entity that are scheduled to vest and become releasable within 60 days of July 1, 2021. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or
entity. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Cloudera, Inc., 5470 Great America Parkway, Santa Clara, California 95054.






































































































































































































































Name of Beneficial Owner





Shares Beneficially Owned


(#)





Percentage


(%)






Directors and Named Executive Officers:













Robert Bearden

(1)





668,978

*






Jim Frankola

(1)





1,338,369

*






Arun Murthy

(1)





1,196,528

*






Michael Hollison





99,418

*






Paul Cormier

(1)





288,932

*






Peter Fenton

(1)





9,523,491




3.2



Gary Hu

(2)





8,322




—



Kevin Klausmeyer

(1)





250,981

*






Jesse Lynn

(1)(3)





56,619




—



Rosemary Schooler

(4)





—




—



Michael A. Stankey

(1)





176,795

*






All Executive Officers and Directors as a Group (11 persons)

(1)





13,608,433




4.6








5% Stockholders:













The Icahn Group

(5)





52,327,391




17.7



BlackRock, Inc.

(6)





16,525,347




5.6



The Vanguard Group

(7)





20,879,683




7.1










*


Represents beneficial ownership of less than 1% of the shares of common stock.






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(1)


Totals set forth in the table above include:



























































































































































































































































Shares


directly held





Shares underlying options


exerciseable within 60 days


of record date





RSUs vesting


within 60 days of


record date





Shares held by a


third party




Robert Bearden





230,070




438,908











Jim Frankola





1,297,369




41,000











Arun Murthy





914,196




282,332











Michael Hollison





99,418















Paul Cormier





162,021












126,911


(A)



Peter Fenton





858,945












8,664,546


(B)



Kevin Klausmeyer





125,407




125,574











Jesse Lynn





56,619















Michael A. Stankey





149,406












27,389


(C)



All Executive Officers and Directors as a Group (11 persons)





12,720,619




887,814











(A) Shares held by The Paul J. Cormier Grantor Retained Annuity Trust of 2019, of which Mr. Cormier is
Trustee.



(B) Consists of 395,019 shares held by Benchmark Capital Partners VI, L.P. (“BCP VI”), as nominee for BCP VI, Benchmark
Founders’ Fund VI, L.P. (“BFF VI”) and 8,269,527 shares held by Benchmark Capital Partners VII, L.P. (“BCP VII”), as nominee for BCP VII, Benchmark Founders’ Fund VII, L.P. (“BFF VII”). Benchmark Capital
Management Co. VI, L.L.C. (“BCMC VI”) is the general partner of BCP VI and BFF VI. Benchmark Capital Management Co. VII, L.L.C. (“BCMC VII”) is the general partner of BCP VII and BFF VII. Mr. Fenton is a managing member of
BCMC VI and BCMC VII.



(C) Shares held by the Michael A. Stankey Revocable Trust UAD 05/30/2014, of which Mr. Stankey is Trustee.



(2) Mr. Hu joined our board of directors in January 2021. Mr. Hu is a designee of the Icahn Group under the Voting and Standstill Agreement as
described above under Proposal No. 1, but does not hold vesting or dispositive power over the shares held by the Icahn Group. See Footnote 5 for more information regarding the shares held by the Icahn Group.



(3) Mr. Lynn, a member of our board of directors, is a designee of the Icahn Group under the Voting and Standstill Agreement as described above under
Proposal No. 1, but does not hold vesting or dispositive power over the shares held by the Icahn Group. See Footnote 5 for more information regarding the shares held by the Icahn Group.



(4) During Fiscal Year 2021, Ms. Schooler served on our Board as an Intel nominee director pursuant to our investor agreement with Intel.
Ms. Schooler did not hold any shares and was not deemed a beneficial owner of shares held by Intel. Intel sold its shares during Fiscal Year 2021, and did not hold any shares in our Company as of January 31, 2021.



(5) Based on information contained in a Schedule 13D/A filed with the SEC on April 15, 2020 by the Icahn Group, comprising of Icahn Partners Master Fund
LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”),
Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton Corp. (“Beckton”), and Carl C. Icahn. According to this Schedule 13D/A, Icahn Master has sole
voting power and dispositive power with respect to 21,787,704 shares; Icahn Offshore has shared voting power and dispositive power with respect to 21,787,704 shares; Icahn Partners has sole voting power and dispositive power with respect to
30,539,687 shares; Icahn Onshore has shared voting power and dispositive power with respect to 30,539,687 shares; Icahn Capital has shared voting power and dispositive power with respect to 52,327,391 shares; IPH has shared voting power and
dispositive power with respect to 52,327,391 shares; Icahn Enterprises Holdings has shared voting power and dispositive power with respect to 52,327,391 shares; Icahn Enterprises GP has shared voting power and dispositive power with respect to
52,327,391 shares; Beckton has shared voting power and dispositive power with respect to 52,327,391 shares; and Carl C. Icahn has shared voting power and dispositive power with respect to 52,327,391 shares. The address for each of Icahn Master,
Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn is 16690 Collins Avenue, Suite

PH-1,

Sunny Isles Beach, FL 33160.



(6) Based on information contained in a Schedule 13G filed with the SEC on February 2, 2021 by BlackRock, Inc. (“BlackRock”). According to
this Schedule 13G, BlackRock beneficially owns 16,525,347 shares, has sole voting power with respect to 16,218,329 shares and sole dispositive power with respect to 16,525,347 shares. The principal business address of BlackRock, Inc. is 55 East 52nd
Street, New York, New York 10055.



(7) Based on information contained in a Schedule 13G/A filed with the SEC on February 10, 2021 by Vanguard Group,
Inc. (“Vanguard”). According to this Schedule 13G/A, Vanguard, in its capacity as an investment adviser, may be deemed to beneficially own 20,879,683 shares, of which it has sole dispositive power with respect to 20,364,372 shares, shared
dispositive power with respect to 515,311 shares, sole voting power with respect to 0 shares, and shared voting power with respect to 341,166 shares. The principal business office for Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania
19355.





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Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent
of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.



To the
Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the year ended December 31, 2020, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with.





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FUTURE STOCKHOLDER PROPOSALS



If the Merger is completed, we will have no public stockholders and there will be no public participation in any future meetings of
stockholders of Cloudera. However, if the Merger is not completed, stockholders will continue to be entitled to attend and participate in stockholder meetings.



If the Merger is completed, Cloudera does not expect to hold a 2022 annual meeting of its stockholders. However, if the Merger is not
completed, Cloudera will hold a 2022 annual meeting of its stockholders.



As described in our annual proxy statement for the 2021 annual
meeting of stockholders filed on April 27, 2021, Cloudera Stockholders had the opportunity to submit proper proposals for inclusion in our proxy statement and for consideration at the annual meeting of stockholders to be held in 2022 (the
“2022 annual meeting”) by submitting their proposals in writing to our Secretary in a timely manner by December 28, 2021 and otherwise complying with the requirements of Rule

14a-8

of the
Exchange Act.



In addition, our bylaws establish an advance notice procedure with regard to business to be brought before an annual
meeting, including stockholder proposals not included in our proxy statement. For director nominations or other business to be properly brought before our 2022 annual meeting by a stockholder, such stockholder must deliver written notice to our
Secretary at our principal executive offices no later than March 11, 2022, and no earlier than February 9, 2022. If the date of our 2022 annual meeting is advanced by more than 30 calendar days or delayed by more than 60 calendar days
from the anniversary date of the 2021 annual meeting, notice of a proposal will be timely if it is received by our Secretary at our principal executive offices no earlier than the close of business on the 120th day prior to the 2022 annual meeting
and not later than the later of the close of business on the 90th day before the 2022 annual meeting or the tenth day following the day we first publicly announce the date of the 2022 annual meeting.



A copy of the full text of the bylaw provisions governing the notice requirements set forth above may be obtained by writing to our Secretary.
All notices of proposals and director nominations by stockholders should be sent to Cloudera, Inc., 5470 Great America Parkway, Santa Clara, California 94306, Attention: Corporate Secretary.





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WHERE YOU CAN FIND MORE INFORMATION



The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important
information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy
statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important
information about us and our financial condition and are incorporated by reference into this proxy statement.



The following Cloudera
filings with the SEC are incorporated by reference:













•



Cloudera’s Annual Report

on Form 10-K

for the fiscal year
ended January 31, 2021, filed on

March 25, 2021

;














•



Cloudera’s Quarterly Report on

Form 10-Q for

the fiscal
quarter ended July 31, 2020, filed on

September 4, 2020

; Cloudera’s Quarterly Report on

Form 10-Q for

the fiscal quarter ended October 31, 2020, filed on

December


4, 2020

;
and Cloudera’s Quarterly Report on

Form 10-Q for

the fiscal quarter ended 
April 30, 2021, filed on

June


4, 2021

; and














•



Cloudera’s Current Report on

Form 8-K, filed

on

June 14, 2021

.




We also incorporate by reference into this proxy statement additional documents that we may file with the SEC between the date of this proxy
statement and the earlier of the date of the Special Meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on

Form 10-K and

Quarterly
Reports on

Form 10-Q, as

well as Current Reports on

Form 8-K and

proxy soliciting materials. The information provided on our website is not part of
this proxy statement, and therefore is not incorporated by reference herein.



Information furnished under Item 2.02 or Item 7.01 of any
Current Report on

Form 8-K, including

related exhibits, is not and will not be incorporated by reference into this proxy statement.



You may read and copy any reports, statements or other information that we file with the SEC at the SEC’s public reference room at the
following location: 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC

at (800) SEC-0330 for

further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and
at



www.sec.gov

.



You may obtain any of the documents we file with the SEC, without charge, by requesting them in
writing or by telephone from us at the following address:



Cloudera, Inc.



Attention: Legal Department



2201
Lakeside Blvd.



Richardson, Texas 75082



If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. If you request
any documents from us, we will mail them to you by first class mail, or another equally prompt method, within one (1) business day after we receive your request. Please note that all of our documents that we file with the SEC are also promptly
available through our website at



investor.Cloudera.com

. The information included on our website is not incorporated by reference into this proxy statement.





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If you have any questions concerning the Merger, the Special Meeting or this proxy
statement, would like additional copies of this proxy statement or need help voting your shares of Cloudera common stock, please contact our proxy solicitor:



MacKenzie Partners, Inc.



1407
Broadway, 27

th

Floor



New York, NY 10018



Banks and Brokers Call: (212)

929-5500



All Others Call: (800)

322-2885





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MISCELLANEOUS



Cloudera has supplied all information relating to Cloudera, and Parent has supplied, and Cloudera has not independently verified, all of the
information relating to Parent and Merger Sub contained in this proxy statement.



You should rely only on the information contained in
this proxy statement, the annexes to this proxy statement and the documents that we incorporate by reference in this proxy statement in voting on the Merger. We have not authorized anyone to provide you with information that is different from what
is contained in this proxy statement. This proxy statement is dated July 19, 2021. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so
indicated in this proxy statement), and the mailing of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from
any person to whom, it is unlawful to make a proxy solicitation.





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Annex A




Execution Version




AGREEMENT AND PLAN OF MERGER




by and among




SKY
PARENT INC.




PROJECT SKY MERGER SUB INC.




and




CLOUDERA, INC.




Dated as of June 1, 2021










Table of Contents








TABLE OF CONTENTS









































































































































































































































































































































































































































Page








ARTICLE I DEFINITIONS & INTERPRETATIONS










A-2







1.1






Certain Definitions






A-2




1.2






Additional Definitions





A-13



1.3






Certain Interpretations





A-15







ARTICLE II THE MERGER









A-17






2.1






The Merger





A-17



2.2






The Effective Time





A-17



2.3






The Closing





A-17



2.4






Effect of the Merger





A-17



2.5






Certificate of Incorporation and Bylaws





A-18



2.6






Directors and Officers





A-18



2.7






Effect on Capital Stock





A-18



2.8






Equity Awards





A-19



2.9






Treatment of Employee Stock Purchase Plan





A-20



2.10






Exchange of Certificates





A-20



2.11






No Further Ownership Rights in Company Common Stock





A-22



2.12






Lost, Stolen or Destroyed Certificates





A-22



2.13






Required Withholding





A-22



2.14






No Dividends or Distributions





A-23



2.15






Necessary Further Actions





A-23







ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY









A-23






3.1






Organization and Qualification





A-23



3.2






Authority; Approvals and Enforceability





A-23



3.3






Required Filings and Consents;

Non-Contravention






A-24



3.4






Charter and Bylaws





A-25



3.5






Company Capitalization





A-25



3.6






Subsidiaries





A-26



3.7






Company SEC Reports





A-27



3.8






Company Financial Statements; Internal Controls





A-27



3.9






Undisclosed Liabilities





A-28



3.10






Subsequent Changes





A-28



3.11






Real Property





A-28



3.12






Tangible Property





A-29



3.13






Intellectual Property





A-29



3.14






Material Contracts





A-32



3.15






Tax Matters





A-33



3.16






Employee Benefit Matters





A-34



3.17






Labor Matters





A-36



3.18






Environmental Matters





A-37



3.19






Compliance with Laws





A-38



3.20






Permits





A-38



3.21






Legal Proceedings and Orders





A-39



3.22






Insurance