Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 8.01. Other Events.
On October 10, 2016, Apigee Corporation (Apigee) issued a press release announcing that Apigee has set a record date of October 7, 2016, and a
meeting date of November 8, 2016, 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. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.
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 SECs website
(http://www.sec.gov) or through the investor relations section of Apigees website (http://investors.Apigee.com).
Participants in the
Solicitation
Apigee and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Apigees
stockholders with respect to the merger. Information about Apigees directors and executive officers and their ownership of Apigees common stock is set forth in the proxy statement for Apigees 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
Apigees directors and executive officers in the merger, which may be different than those of Apigees 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 communication 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 Apigees 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 Apigees 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 managements and employees attention
from Apigees 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 Apigees
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 Apigees 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 Apigees current strategy as an independent company and Apigees 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 Apigees 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 Apigees financial
and operating results are included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in Apigees Annual Report on Form 10-K filed
with the SEC on October 7, 2016. Apigees SEC filings are available on the Investor Relations section of Apigees website at http://investors.Apigee.com and on the SECs 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 Apigees views as of any date subsequent to today.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press Release of Apigee Corporation, dated October 10, 2016.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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APIGEE CORPORATION
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By:
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/s/ Stacey Giamalis
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Stacey Giamalis
Chief Counsel
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Date: October 11, 2016
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release of Apigee Corporation, dated October 10, 2016.
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