Acquisition by Thoma Bravo Expected to
Close in 2021
Medallia, Inc. (NYSE: MDLA) (“Medallia”), the global leader in
customer and employee experience, today announced the expiration of
the 40-day “go-shop” period under the terms of the previously
announced merger agreement pursuant to which Thoma Bravo will
acquire Medallia in an all-cash transaction valued at $6.4 billion.
The “go-shop” period expired at 12:01 a.m. on September 4,
2021.
Pursuant to the merger agreement, Medallia’s Board of Directors,
with the assistance of its financial advisors, actively solicited
alternative acquisition proposals from potentially interested third
parties; however, during the “go-shop” period Medallia did not
receive any alternative acquisition proposals from any third
party.
The transaction is expected to close in 2021, subject to
customary closing conditions, including approval by Medallia
shareholders and receipt of regulatory approvals. Upon completion
of the transaction, Medallia’s common stock will no longer be
listed on any public market. Medallia will remain headquartered in
San Francisco.
Advisors
Morgan Stanley & Co. LLC is serving as lead financial
advisor to Medallia, and BofA Securities and Wells Fargo Securities
are also serving as financial advisors. Wilson Sonsini Goodrich
& Rosati, Professional Corporation is serving as Medallia’s
legal advisor. Kirkland & Ellis LLP is serving as legal advisor
to Thoma Bravo. Debt financing for the transaction is being
provided by Blackstone Credit, certain funds managed by affiliates
of Apollo Capital Management, L.P., KKR Credit, Thoma Bravo Credit
and Antares Capital.
Additional Information and Where to Find It
On September 3, 2021, Medallia filed a preliminary proxy
statement in connection with the special meeting of shareholders
(the “Special Meeting”) related to the proposed acquisition of
Medallia (the “Transaction”). Prior to the Special Meeting,
Medallia will furnish a definitive proxy statement to its
shareholders, together with a white proxy card. SHAREHOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Detailed information regarding the names, affiliations
and interests of individuals who are participants in the
solicitation of proxies of Medallia’s shareholders for the Special
Meeting is available in Medallia’s preliminary proxy statement.
Shareholders may obtain, free of charge, Medallia’s proxy
statement (in both preliminary and definitive form), any amendments
or supplements thereto, and any other relevant documents filed by
Medallia with the Securities and Exchange Commission (the “SEC”) in
connection with the Special Meeting at the SEC’s website
(http://www.sec.gov). Copies of Medallia’s definitive proxy
statement, any amendments or supplements thereto, and any other
relevant documents filed by Medallia with the SEC in connection
with the Special Meeting will also be available, free of charge, at
Medallia’s investor relations website
(https://investor.medallia.com) or by writing to Medallia, Inc.,
Attention: Investor Relations, 575 Market Street, Suite 1850, San
Francisco, California 94105.
Forward-Looking Statements
This communication contains forward-looking statements that
involve risks and uncertainties, including statements regarding the
Transaction, including the expected timing of the closing of the
Transaction, and expectations for Medallia following the closing of
the Transaction. If any of these risks or uncertainties
materialize, or if any of Medallia’s assumptions prove incorrect,
Medallia’s actual results could differ materially from the results
expressed or implied by these forward-looking statements.
Additional risks and uncertainties include those associated with:
the possibility that the conditions to the closing of the
Transaction are not satisfied, including the risk that required
approvals from Medallia’s shareholders for the Transaction or
required regulatory approvals to consummate the Transaction are not
obtained; potential litigation relating to the Transaction;
uncertainties as to the timing of the consummation of the
Transaction; the ability of each party to consummate the
Transaction; possible disruption related to the Transaction to
Medallia’s current plans and operations, including through the loss
of customers and employees; and other risks and uncertainties
detailed in the periodic reports that Medallia files with the SEC,
including Medallia’s Annual Report on Form 10-K filed with the SEC
on March 22, 2021, and Quarterly Report on Form 10-Q filed with the
SEC on September 3, 2021, each of which may be obtained on the
investor relations section of Medallia’s website
(https://investor.medallia.com). All forward-looking statements in
this communication are based on information available to Medallia
as of the date of this communication, and Medallia does not assume
any obligation to update the forward-looking statements provided to
reflect events that occur or circumstances that exist after the
date on which they were made, except as required by law.
About Medallia
Medallia (NYSE: MDLA) is the pioneer and market leader in
customer, employee, citizen and patient experience. The company’s
award-winning SaaS platform, Medallia Experience Cloud, is becoming
the experience system of record that makes all other applications
customer and employee aware. The platform captures billions of
experience signals across interactions including all voice, video,
digital, IOT, social media and corporate messaging tools. Medallia
uses proprietary artificial intelligence and machine learning
technology to automatically reveal predictive insights that drive
powerful business actions and outcomes. Medallia customers reduce
churn, turn detractors into promoters and buyers, create
in-the-moment cross-sell and up-sell opportunities and drive
revenue-impacting business decisions, providing clear and potent
returns on investment. For more information visit
www.medallia.com.
© 2021 Medallia, Inc. All rights reserved. Medallia®, the
Medallia logo, and the names and marks associated with Medallia’s
products are trademarks of Medallia. All other trademarks are the
property of their respective owners.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the
world, with more than $78 billion in assets under management as of
March 31, 2021. The firm invests in growth-oriented, innovative
companies operating in the software and technology sectors.
Leveraging the firm's deep sector expertise and proven strategic
and operational capabilities, Thoma Bravo collaborates with its
portfolio companies to implement operating best practices, drive
growth initiatives and make accretive acquisitions intended to
accelerate revenue and earnings. Over the past 20 years, the firm
has acquired more than 300 companies representing over $85 billion
in enterprise value. The firm has offices in Chicago, Miami and San
Francisco. For more information, visit thomabravo.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20210907005265/en/
Medallia
Investor Contact: Carolyn Bass IR@Medallia.com
PR Contact: Joele Frank, Wilkinson Brimmer Katcher Matt Sherman
/ Sophie Throsby / Katie Villany 212-355-4449
Thoma Bravo: Megan Frank 212-731-4778 mfrank@thomabravo.com
OR
Finsbury Glover Hering Joe Berg 203-984-2771
joe.berg@fgh.com
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