Red Hat DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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

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☐	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

RED HAT, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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The following communication was circulated by Arun Oberoi to the sales team of Red Hat, Inc.:

Dear Red Hat Field team,

Today we announced an exciting move to further strengthen Red Hat and help build an even brighter future for our company and employees. Red Hat and IBM have agreed to combine to create a leading hybrid cloud provider that will give customers modern and flexible open source solutions that enable them to build any application, deploy anywhere and transform their business.

Red Hat and IBM are longtime partners and IBM appreciates the power of our company, our solutions, and most importantly, our team. Following the close of the transaction, Red Hat will continue to operate as an independent, standalone unit of IBM. IBM appreciates that our sales and services organization is intrinsic to our success, and intends to maintain our current field organizational construct and continue to be led by me, reporting to Jim, following the transaction.

Through this combination and with your continued support, we will be able to accelerate the development and improvement of customer solutions across IT environments including physical, virtual, private, and multi-public cloud. With greater scale and resources, we will continue to help customers build modern, hybrid cloud infrastructures, deliver cloud-native apps, and manage and automate their IT environments using Red Hat technology.

This combination will strengthen our commitment to building on the shared insights and intelligence of the open source community. IBM understands that the open source community is a foundation of strength, and we will continue to participate and grow the community with code, commitments and connections.

Our Sales organization with its cumulative years of experience and success brings a rich knowledge of our space, our portfolio, the open source model and its value. We also have strong relationships with and a deep understanding of customer needs and partner ecosystem. The plan is to build on this organizational strength and have us partner with and leverage the IBM sales and services organization and ecosystem. The Red Hat sales team will also continue to work with the partner networks outside of IBM to drive synergies and relationships with services, software, hardware and network partners.

Our Services organization is strategic to our emerging products and technology adoption. With our extensive expertise and comprehensive range of offerings around our portfolio, our services team will continue to execute on Red Hat’s services strategy of enabling product sales and working with customers and partners to provide expert augmentation and knowledge transfer. The team will work with and will augment IBM’s global services as well as all of our global and regional services partners.

While we are excited about this new union, it is important to remember that these first steps are just the beginning in the process. Today, Red Hat and IBM remain separate, independent companies and it remains business as usual.

We understand that you will have questions and we are committed to continuing to communicate with you throughout the process. To answer some of your initial questions, this FAQ may address some of the key topics you may be wondering about. We will also be hosting a series ofall-hands calls - watch your calendar for invitations and please join. To get to as many questions as we can during those calls, submit your questions in advance here. Those that we cannot get to we will answer afterward.

We have a comprehensive communication plan to make our customers and partners aware of the details of this announcement. Here is a link to a note that you can use to communicate with your customers.

This is a testament to what we have all built at Red Hat, and we can not thank you enough for all you have and will continue to do for our company. We look forward to what we can achieve as we enter the next era of technology with IBM.

Good Selling!

Important Additional Information and Where to Find It

In connection with the proposed merger, Red Hat, Inc. (the “Company”) intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant materials (when available), and any and all documents filed by the Company with the SEC, may be obtained for free at the SEC’s website atwww.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by the Company via the Company’s Investor Relations section of its website atwww.redhat.com or by contacting Investor Relations by directing a request to the Company, Attention: Investor Relations, 100 East Davie Street, Raleigh, North Carolina 27601, or by calling (919)754-3700.

Participants in the Merger Solicitation

This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Company, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed merger. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed merger, and any interest they have in the proposed merger, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in the Company’s proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on June 25, 2018, and its Annual Report on Form10-K for the fiscal year ended February 28, 2018, which was filed with the SEC on April 26, 2018. These documents may be obtained for free at the SEC’s website atwww.sec.gov, and via the Company’s Investor Relations section of its website atwww.redhat.com.

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Cautionary Statement Regarding Forward-Looking Statements

This document may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the completion of the merger. 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,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed merger and the anticipated benefits thereof. These and other forward-looking statements 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, including the failure to consummate the proposed merger or to make any filing or take other action required to consummate such merger in a timely matter or at all. The inclusion of such statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that: (1) the Company may be unable to obtain stockholder approval as required for the merger; (2) conditions to the closing of the merger, including obtaining required regulatory approvals, may not be satisfied or waived on a timely basis or otherwise; (3) a governmental entity or a regulatory body may prohibit, delay or refuse to grant approval for the consummation of the merger and may require conditions, limitations or restrictions in connection with such approvals that can adversely affect the anticipated benefits of the proposed merger or cause the parties to abandon the proposed merger; (4) the merger may involve unexpected costs, liabilities or delays; (5) the business of the Company may suffer as a result of uncertainty surrounding the merger or the potential adverse changes to business relationships resulting from the proposed merger; (6) legal proceedings may be initiated related to the merger and the outcome of any legal proceedings related to the merger may be adverse to the Company; (7) the Company may be adversely affected by other general industry, economic, business, and/or competitive factors; (8) there may be unforeseen events, changes or other circumstances that could give rise to the termination of the merger agreement or affect the ability to recognize benefits of the merger; (9) risks that the proposed merger may disrupt current plans and operations and present potential difficulties in employee retention as a result of the merger; (10) risks related to diverting management’s attention from the Company’s ongoing business operations; (11) there may be other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all which may affect the Company’s business and the price of the common stock of the Company; and (12) the risks described from time to time in the Company’s reports filed with the SEC under the heading “Risk Factors,” including the Annual Report on Form10-K for the fiscal year ended February 28, 2018, Quarterly Reports on Form10-Q and Current Reports on Form8-K and in other of the Company’s filings with the SEC. Such risks include, without limitation: the effects of competition in the businesses in which the Company operates; the Company’s ability to adapt to a rapidly changing industry and maintain strategic relationships with industry leading companies; and the impacts of security breaches and data loss and our vulnerability to technology infrastructure failures. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s financial condition, results of operations, credit rating or liquidity. These risks, as well as other risks associated with the proposed merger, will be more fully discussed in the proxy statement that will be filed with the SEC in connection with the proposed merger. There can be no assurance that the merger will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the merger will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which such statements were made. Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances arising after such date.

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