お知らせ • Oct 19
Affiliates of Silver Lake Technology Management, L.L.C. and GIC Special Investments Pte. Ltd. submitted a non-binding proposal to acquire Zuora, Inc. (NYSE:ZUO) from Tien Tzuo and others in an equity reinvestment transaction for $1.4 billion.
Affiliates of Silver Lake Technology Management, L.L.C. and GIC Special Investments Pte. Ltd. submitted a non-binding proposal to acquire Zuora, Inc. (NYSE:ZUO) from Tien Tzuo and others on October 15, 2024. Silver Lake Technology Management, L.L.C., GIC Special Investments Pte. Ltd. and Tien Tzuo entered into a definitive agreement to acquire Zuora, Inc. (NYSE:ZUO) from Tien Tzuo and others in an equity reinvestment transaction for $1.4 billion on October 17, 2024. The transaction is valued at $1.7 billion. Under the terms of the agreement, Silver Lake and GIC will acquire all outstanding shares of Zuora common stock for $10.00 per share in cash. Upon completion of the transaction, Zuora will become a privately held company. If the Merger Agreement is terminated in certain circumstances, including in connection with Zuora’s entry into a Superior Proposal, the Zuora would be required to pay Parent a termination fee of $50,500,000. If the Merger Agreement is terminated in certain circumstances, including a breach of certain obligations of Parent or Merger Sub under the Merger Agreement, or failure of Parent and Merger Sub to consummate the closing when required by the Merger Agreement, Parent would be required to pay the Zuora a terminate fee of $101,100,000 (the “Parent Termination Fee”).
Tien Tzuo, Zuora’s Founder, CEO and Chairman of the Board, will roll over a majority of his existing ownership. As a continuing investor in Zuora, Tien Tzuo will remain focused on ensuring that Zuora is best positioned for long-term success. Tien Tzuo will continue to lead the Company, which will maintain its headquarters in Redwood City. The transaction is expected to close in the first calendar quarter of 2025, subject to customary closing conditions and approvals, including the receipt of required regulatory approvals; approval by a majority of the voting power of the outstanding capital of Zuora held by unaffiliated holders; and approval of a majority of the Company’s Class A common stock and a majority of the Company’s Class B common stock, each voting as separate classes. The transaction is not subject to a financing condition.
Completion of the Merger is subject to certain closing conditions, including (a) the obtainment of the Stockholder Approval (as defined below), (b) (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) the obtainment of the applicable consents required under certain specified antitrust laws and foreign investment laws or the expiration or termination of the applicable waiting period thereunder, and (c) the absence of laws enjoining, restraining or otherwise prohibiting or making illegal the consummation of the Merger. The obligation of each party to consummate the Merger is also conditioned on the other party’s representations and warranties being true and correct, subject to certain customary materiality standards set forth in the Merger Agreement, and the other party having performed in all material respects its obligations under the Merger Agreement, and the obligation of Parent to consummate the Merger is additionally conditioned on (x) no material adverse effect on the Issuer having occurred since the execution of the Merger Agreement, (y) the occurrence of the CEO Rollover (as defined herein), and (z) the amount of cash and cash equivalents on the hand of the Issuer and available to Parent as a funding source in connection with the Merger being at least equal to $400,000,000 (the “Minimum Cash Amount”). The agreement was unanimously approved and recommended to the Zuora Board of Directors by a Special Committee consisting of independent directors of the Board, Jason Pressman, John D. Harkey, Jr., Laura Clayton McDonnell and Tim Haley. Following the Special Committee’s recommendation, the agreement has been unanimously approved and recommended for approval by stockholders by the Zuora Board.
Qatalyst Partners is serving as exclusive financial advisor to the Special Committee and provided a fairness opinion. Foros is serving as financial advisor to the Company. Goodwin Procter LLP is serving as legal counsel to the Special Committee and Ethan A. Klingsberg, Sarah K. Solum and Steven Y. Li of Freshfields Bruckhaus Deringer US LLP are serving as legal counsel to the Company. Elizabeth A. Cooper, Russell Light, Tristan Brown, Ashlie Lawton, Ken Wallach, Sunny Cheong, Catherine Burns, Mimi Cheng, Lori Lesser, Nicholas Westbrook, Krista McManus, Peter Guryan, Étienne Renaudeau, Toby Chun, Vanessa Burrows and Louis Argentieri of Simpson Thacher & Bartlett LLP are serving as legal counsel to Silver Lake. Dechert LLP is serving as legal counsel to GIC. Sullivan & Cromwell LLP is serving as legal counsel to Tien Tzuo.