Apigee Corporation (NASDAQ:APIC) (“Apigee”), today announced that
it has set a record date and a meeting date for its special meeting
of stockholders to consider and act upon the previously announced
Agreement and Plan of Merger, dated September 7, 2016, by and among
Apigee, Google Inc. (“Google”) and Areopagus Inc., a wholly owned
subsidiary of Google.
Apigee stockholders of record at the close of business on
October 7, 2016, will be entitled to receive the notice of, and to
vote at, the Apigee special meeting. The Apigee special meeting
will be held on November 8, 2016.
Apigee stockholders who would like assistance in voting or have
questions about the Apigee special meeting should contact Apigee’s
proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834
(toll free).
About ApigeeApigee® (NASDAQ:APIC) provides a
leading API platform. Many of the world's largest
organizations select Apigee to enable their digital business.
Apigee customers include global enterprises such as Walgreens,
Burberry, Morningstar, and First Data. For more information, go to
http://apigee.com.
Connect with ApigeeApigee blog:
https://blog.apigee.com/frontApigee community:
https://community.apigee.com/Twitter:
https://twitter.com/apigee Apigee:
https://www.apigee.com/company/apigee
Apigee is a registered trademark in the U.S. All other
trademarks mentioned herein are property of their respective
owners.
Additional Information and Where to Find It
Apigee filed a preliminary proxy statement on Schedule 14A with
the Securities and Exchange Commission (the “SEC”) on September 28,
2016. Promptly after filing its definitive proxy statement with the
SEC, Apigee will mail the definitive proxy statement and a proxy
card to each stockholder entitled to vote at the special meeting
relating to the transaction. INVESTORS AND SECURITY HOLDERS OF
APIGEE ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE TRANSACTION THAT APIGEE WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT APIGEE AND THE TRANSACTION. The definitive proxy
statement, the preliminary proxy statement and other relevant
materials in connection with the transaction (when they become
available), and any other documents filed by Apigee with the SEC,
may be obtained free of charge at the SEC’s website
(http://www.sec.gov) or through the investor relations section of
Apigee’s website (http://investors.Apigee.com). Participants in the
SolicitationApigee and its directors and executive officers may be
deemed to be participants in the solicitation of proxies
from Apigee’s stockholders with respect to the merger.
Information about Apigee’s directors and executive officers and
their ownership of Apigee’s common stock is set forth in the
proxy statement for Apigee’s 2016 Annual Meeting of Stockholders
filed with the SEC on November 25, 2015. Stockholders may obtain
additional information regarding the direct and indirect interests
of the participants in the solicitation of proxies in connection
with the merger, including the interests of Apigee’s directors and
executive officers in the merger, which may be different than those
of Apigee’s stockholders generally, by reading the preliminary
proxy statement and definitive proxy statement and other relevant
documents regarding the merger when they become available, which
have been or will be filed with the SEC. Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 with respect to the proposed transaction and business
combination between Google and Apigee, including statements
regarding the benefits of the transaction, the anticipated timing
of the transaction and the products and markets of each company.
These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect Apigee’s
business and the price of the common stock of Apigee, (ii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, including
circumstances that require Apigee to pay Google a termination fee,
(iii) the effect of the announcement or pendency of the transaction
on Apigee’s business relationships, operating results, and business
generally, (iv) risks that the proposed transaction disrupts
current plans and operations of Google or Apigee, including
disruptions to relationships with customers, licensees, and other
business partners of Apigee and potential difficulties in Apigee
employee retention as a result of the transaction, (v) risks
related to diverting management’s and employees’ attention from
Apigee’s ongoing business operations, (vi) the outcome of any legal
proceedings that may be instituted against Google or against Apigee
related to the merger agreement or the transaction, (vii) the
ability of Google to successfully integrate Apigee’s operations,
product lines, and technology within the expected time-line or at
all, (viii) the ability of Google to implement its plans,
forecasts, and other expectations with respect to Apigee’s business
after the completion of the proposed merger and realize additional
opportunities for growth and innovation, (ix) the fact that receipt
of the all-cash merger consideration will be taxable to
stockholders that are treated as U.S. holders for U.S. federal
income tax purposes; (x) the fact that, if the merger is completed,
stockholders will forego the opportunity to realize the potential
long-term value of the successful execution of Apigee’s current
strategy as an independent company and Apigee’s inability to make
certain changes to our business pending the completion of the
merger, and other restrictions on our ability to conduct our
business; (xi) the possibility that Google could, at a later date,
engage in unspecified transactions, including restructuring
efforts, special dividends or the sale of some or all of Apigee’s
assets to one or more as yet unknown purchasers, that could
conceivably produce a higher aggregate value than that available to
stockholders in the merger; (xii) the fact that under the terms of
the merger agreement, Apigee is unable to solicit other acquisition
proposals during the pendency of the merger; (xiii) potential
uncertainty in the marketplace, which could lead current and
prospective customers to purchase from other vendors or delay
purchasing from Apigee; (xiv) the amount of the costs, fees,
expenses and charges related to the merger agreement or the merger;
(xv) other developments beyond our control, including, but not
limited to, changes in domestic or global economic conditions that
may affect the timing or success of the merger; (xvi) risks that
our stock price may decline significantly if the merger is not
completed; and (xvii) risks related to obtaining the requisite
consents to the merger, including the timing and receipt of
regulatory approvals from various domestic and foreign governmental
entities (including any conditions, limitations or restrictions
placed on these approvals) and the risk that one or more
governmental entities may deny approval.
The foregoing list of factors is not exclusive. Additional risks
and uncertainties that could affect Apigee’s financial and
operating results are included under the captions "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and elsewhere in Apigee’s Annual Report
on Form 10-K filed with the SEC on October 7, 2016. Apigee’s SEC
filings are available on the Investor Relations section of Apigee’s
website at http://investors.Apigee.com and on the SEC's website at
www.sec.gov. While Apigee may elect to update forward-looking
statements at some point in the future, Apigee specifically
disclaims any obligation to update the forward-looking statements
provided to reflect any change in its expectations or any change in
events, conditions or circumstances on which any such statement is
based, and, therefore, should not be relied on as representing
Apigee’s views as of any date subsequent to today.
Press Contact:
press@apigee.com
Apigee Investor Contact:
Kevin Faulkner, Investor Relations
kfaulkner@apigee.com
(408) 816-1658
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