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Thoma Bravo Reduces Anaplan Deal to $63.75 Per Share From $66 Per Share

June 6, 2022

Anaplan and Thoma Bravo have amended the terms of their previously announced transaction, pursuant to which Anaplan will be acquired by Thoma Bravo. Under the terms of the amended merger agreement, which was unanimously approved by the Anaplan Board of Directors, Anaplan stockholders will receive $63.75 per share in cash, instead of the original purchase price of $66.00 per share in cash.

"We believe Thoma Bravo continues to be the right partner for Anaplan, and we look forward to closing this transaction,” said Frank Calderoni, Chairman & Chief Executive Officer. “We remain committed to delivering the best-in-class planning platform to solve our customer’s biggest digital transformation challenges. Thoma Bravo’s resources and insights will help scale Anaplan’s growth strategy. We believe this partnership will deliver significant benefits to Anaplan’s customers, partners and employees.”

"We fully support the amended agreement and look forward to partnering with Anaplan as it helps enterprises transform how they see, plan, and run their businesses by delivering cloud-native SaaS solutions at scale,” said Holden Spaht, a Managing Partner at Thoma Bravo. “We are enthusiastic about leveraging Thoma Bravo’s extensive operational and investment expertise in enterprise software to support Anaplan in serving customers and reaching its next phase of growth.”

Transaction Details

Thoma Bravo and Anaplan agreed to amend the merger agreement to resolve a disagreement between the parties regarding compliance with certain terms of the merger agreement. Thoma Bravo asserted that these matters could have resulted in certain closing conditions not being satisfied. Anaplan’s position is that it acted at all times in good faith in compliance with the merger agreement and that Thoma Bravo remained at all times obligated to close the original merger agreement according to its original terms. Nevertheless, the Anaplan Board agreed, after extensive consideration, to revise the merger agreement to avoid the risk of lengthy litigation over the disagreement, provide increased closing certainty for its stockholders and close on substantially the same timeline as originally agreed between the parties. Anaplan’s Board also believes the terms of the amended merger agreement continue to represent a meaningful premium over the price of Anaplan’s common stock prior to the execution of the merger agreement with Thoma Bravo.

The parties continue to expect the transaction to close by June 30, 2022, subject to customary closing conditions, including approval by Anaplan stockholders. Upon completion of the transaction, Anaplan common stock will no longer be listed on the New York Stock Exchange, and it will become a private company.

Anaplan will file a supplement to the definitive proxy statement with the Securities and Exchange Commission, which will contain other important information as soon as reasonably practicable and mail the supplement to its stockholders of record who are entitled to vote at the special meeting of the Anaplan stockholders (the “Special Meeting”) to consider and vote on the Merger, which was originally scheduled to be held virtually on June 9, 2022, at 8:00 a.m. Pacific time. The Special Meeting will be adjourned until a later date to allow stockholders sufficient time to review the supplement.

Advisors

Goldman Sachs & Co. LLC and Qatalyst Partners are acting as financial advisors and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors to Anaplan. Kirkland and Ellis LLP and Cadwalader, Wickersham & Taft LLP are serving as legal counsel to Thoma Bravo. Financing for the transaction is being provided by Owl Rock Capital, Blackstone Credit, Golub Capital and Apollo Global Management through their respective managed funds.

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