공시 • Mar 18
Cisco Systems, Inc. (NasdaqGS:CSCO) entered into an agreement and plan of merger to acquire Splunk Inc. (NasdaqGS:SPLK) from Hellman & Friedman Capital Partners X, L.P., managed by Hellman & Friedman LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., PRIMECAP Management Company and others.
Cisco Systems, Inc. (NasdaqGS:CSCO) made a non-binding indication of interest to acquire Splunk Inc. (NasdaqGS:SPLK) from Hellman & Friedman Capital Partners X, L.P., managed by Hellman & Friedman LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., PRIMECAP Management Company and others on December 17, 2021. Cisco Systems, Inc. (NasdaqGS:CSCO) entered into an agreement and plan of merger to acquire Splunk Inc. from Hellman & Friedman Capital Partners X, L.P., managed by Hellman & Friedman LLC, BlackRock, Inc., The Vanguard Group, Inc., PRIMECAP Management Company and others for approximately $28.2 billion on September 20, 2023. Cisco intends to acquire Splunk for $157 per share in cash. Transaction will be financed with a combination of cash and debt. Either Cisco or Splunk may terminate the Merger Agreement in certain circumstances. Upon termination of the Merger Agreement, Cisco will be required to pay the Company a termination fee of $1.48 billion and Cisco will be required to pay a termination fee of $1 billion.Completion of the Merger is subject to certain closing conditions, including the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of Common Stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Merger under other applicable antitrust and foreign investment regimes. The parties expect the transaction to close by the end of the third calendar quarter of 2024, subject to regulatory approval and other customary closing conditions including approval by Splunk shareholders. The acquisition has been unanimously approved by the boards of directors of both Cisco and Splunk. As of November 14, 2023, the waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on November 13, 2023. As of November 15, 2023, Cisco has obtained an anti-trust clearance at home to acquire Splunk, the approval came with the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements. As on November 29, 2023, at special meeting of stockholders, Splunk shareholders voted in favor of the agreement thereby approving the transaction. As of December 22, 2023, Economic Defense Administration Council ( Cade ) approved the transaction. EU antitrust regulator set a deadline of March 13, 2024, for its phase 1 investigation of merger. As of March 14, 2024, Cisco Systems won unconditional EU antitrust approval on March 13, 2024. The transaction is expected to be cash flow positive and gross margin accretive in the first fiscal year post close, and non-GAAP EPS accretive in year two. As of February 20, 2024, The acquisition is expected to close late in the first quarter or early in the second quarter of calendar year 2024. As of March 14, 2024, the transaction is expected to complete in the third quarter of 2024.Tidal Partners LLC is acting as financial advisor to Cisco, Alan M. Klein, Anthony F. Vernace, Frederick W.P. de Albuquerque, Gregory T. Grogan, Kristy L. Fields, Lori E. Lesser, Jonathan Goldstein, William B. Brentani, Lia Toback, Kelli Schultz, Jonathan Lindabury, Leah Malone and Emily B. Holland of Simpson Thacher & Bartlett LLP are acting as legal counsels, and Cravath, Swaine & Moore LLP is acting as regulatory counsel for Cisco. Qatalyst Partners acted as financial advisor and fairness opinion provider and Morgan Stanley & Co. LLC are acting as financial advisor and fairness opinion to Splunk, for the fairness opinion Morgan Stanley will receive $7.5 million as a fee and for advisory services, it will receive $37.5 million as a fee. Mike Ringler, Peter P. Jones, Joseph M Yaffe, Page W Griffin, Steven C Sunshine, Maria Raptis, Nathan W Giesselman and Ken D Kumayama of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Splunk. Richard J. Campbell, Daniel Wolf, Allison M. Wein, Ann Becchina, Julia Danforth and Sophia Hudson of Kirkland & Ellis LLP acted as legal advisors to Hellman & Friedman. Computershare Inc. acted as transfer agent to Cisco. Wells Fargo Securities, LLC acted as financial advisor to Cisco Systems, Inc. Innisfree M&A Incorporated acted as information agent to Splunk and will receive the fee of $50,000, plus costs and expenses. Equiniti Trust Company acted as transfer agent to Splunk Inc. Nelson Jung, Katrin Schallenberg, Milena Robotham, Stavroula Vryna, Selman Ansari of Clifford Chance is advising Cisco's Systems on all non-Americas antitrust approvals. J.P. Morgan acted as financial advisor to Splunk.Cisco Systems, Inc. (NasdaqGS:CSCO) completed the acquisition of Splunk Inc. (NasdaqGS:SPLK) from Hellman & Friedman Capital Partners X, L.P., managed by Hellman & Friedman LLC, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., PRIMECAP Management Company and others on March 18, 2024.