| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 20, 2022, Anaplan, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alpine Parent, LLC, a Delaware limited liability company (“Parent”), and Alpine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for, subject to the terms and conditions set forth in the Merger Agreement, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds advised by Thoma Bravo, L.P. The Merger Agreement and the transactions contemplated thereby, including the Merger, were approved unanimously by the Company’s Board of Directors (the “Board”). Capitalized terms not otherwise defined herein have the meaning set forth in the Merger Agreement.
Under the terms of the Merger Agreement, at the Effective Time of the Merger, each share of common stock, par value $0.0001 per share, of the Company (“Company Shares”) issued and outstanding as of immediately prior to the Effective Time (other than Dissenting Company Shares, shares held in the treasury of the Company or shares owned by Parent or Merger Sub) will be cancelled and automatically converted into the right to receive an amount in cash, without interest, equal to $66.00, net of applicable withholding taxes and without interest thereon (the “Merger Consideration”). Vested and unvested Company stock options will generally be cancelled at the Effective Time and converted into the right to receive an amount in cash equal to (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such stock option multiplied by (ii) the number of Company Shares subject to such stock option (less applicable deductions and withholdings), with the unvested Company Stock Options being subject to the Optionholder’s continued service through the applicable vesting date(s). Vested and unvested Company restricted stock units (including any restricted stock units which are subject to performance conditions that have not been satisfied at the Effective Time, which shall be deemed satisfied at 100% of the target levels of performance in accordance with the terms of the applicable stock plan and award agreement) will, subject to the following sentence, generally be cancelled at the Effective Time and converted automatically into the right to receive an amount in cash equal to (i) the Merger Consideration multiplied by (ii) the number of Company Shares subject to such restricted stock unit (less applicable deductions and withholdings), with the unvested Company restricted stock units being subject to such holder’s continued service through the applicable vesting date(s). Unvested Company restricted stock units and Company stock options which would have vested, in accordance with their terms as in effect on the date hereof, on or prior to January 31, 2023, and 1/3rd of any unvested restricted stock units which are subject to performance conditions, will accelerate at the Effective Time and be paid following the Closing. Any remaining unvested Company restricted stock units and Company stock options will remain on their current vesting schedule, and 50% of the remaining unvested restricted stock units which are subject to performance conditions will vest on February 1, 2023 and the remaining 50% will vest on February 1, 2024, in each case, subject to such holder’s continued service through the applicable vesting date(s).
Parent and Merger Sub have secured committed financing which is subject to customary terms and conditions, consisting of equity financing from Thoma Bravo Fund XV, L.P., the aggregate proceeds of which will be sufficient for Parent and Merger Sub to pay the aggregate merger consideration and all related fees and expenses. Parent and Merger Sub have committed to use their reasonable best efforts to obtain the financing on the terms and conditions described in the commitment letter entered into with such investment fund.
The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, without limitation, the absence of governmental orders resulting, directly or indirectly, in enjoining or otherwise prohibiting or making illegal the consummation of the Merger, the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Company’s common stock entitled to vote on the adoption of the Merger Agreement, and expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its Subsidiaries prior to the Effective Time. The Company is also subject to customary restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals, with customary exceptions for Superior Proposals.
