Apigee® (NASDAQ:APIC), the API company, today announced that it has
entered into a definitive agreement under which Google will acquire
Apigee for $17.40 per share in cash, for a total value of
approximately $625 million. The transaction is subject to the
satisfaction of customary closing conditions, including Apigee
stockholder approval and applicable regulatory approvals. The
companies expect the transaction to close by the end of 2016.
“We’re excited about adding Apigee to Google,” said Diane
Greene, SVP of Google’s cloud businesses. “Companies are moving
beyond the traditional ways of communicating like phone calls and
visits and instead are communicating programmatically through APIs.
APIs allow the company’s backend services to talk to the mobile and
web-based apps used by their customers and partners. Instead of the
doctor phoning a prescription into the pharmacy, they can use an
app that talks to the pharmacy through an API. Apigee easily
enables this by providing a comprehensive API platform that
supports secure, stable, multi-language, dev, test, publish and
analytics capabilities.”
Chet Kapoor, Apigee CEO said: “We've entered a new era of cloud
computing, where enterprises are increasingly running
business-critical applications in the cloud – and across multiple
clouds. Google is the open cloud provider committed to delivering
new software for not only hybrid-cloud environments, but also for
the multi-cloud world.” Kapoor continued, “With their history of
innovation in web and mobile technologies, we believe Google is the
partner for companies embarking on digital transformation. We look
forward to being able to accelerate our mission to connect the
world through APIs as part of the Google team.”
Additional Information
A blogpost from Diane Greene, Senior Vice President of Google’s
cloud businesses is available here.
A blogpost from Apigee CEO Chet Kapoor and an FAQ is available
here.
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/apigeeApigee:
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
In connection with the transaction, Apigee (the “Company”)
intends to file relevant materials with the Securities and
Exchange Commission (the “SEC”), including a preliminary proxy
statement on Schedule 14A. Promptly after filing its
definitive proxy statement with the SEC, the Company 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
THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY 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 the Company 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 the Company’s
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 Apigee’s
stockholders with respect to the transaction. Information
about Apigee’s directors and executive officers and
their ownership of Apigee’s Common Stock is set forth in
Apigee’s proxy statement on Schedule 14A filed with the SEC
on November 25, 2015. Information regarding the identity of
the potential participants, and their direct or indirect interests
in the transaction, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be
filed with SEC in connection with the transaction.
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 Apigee’s business and the price of the
common stock of Apigee, (ii) the failure to satisfy the
conditions to the consummation of the transaction, including the
adoption of the merger agreement by the stockholders of Apigee
and the receipt of certain governmental and regulatory approvals,
(iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, (iv) the effect of the announcement or pendency of
the transaction on Apigee’s business relationships, operating
results, and business generally, (v) 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, (vi) risks related to diverting management’s attention
from Apigee’s ongoing business operations, (vii) the outcome
of any legal proceedings that may be instituted against Google or
against Apigee related to the merger agreement or the
transaction, (viii) the ability of Google to successfully integrate
Apigee’s operations, product lines, and technology within the
expected time-line or at all, and (ix) 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.
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 Quarterly
Report on Form 10-Q filed with the SEC on May 27, 2016. Apigee’s
SEC filings are available on the Investor Relations section of the
Company’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, you should not rely on these
forward-looking statements as representing Apigee’ views as of any
date subsequent to today.
Press Contacts:
press@google.com
press@apigee.com
Apigee Investor Contact:
Kevin Faulkner
kfaulkner@apigee.com
(408) 816-1658
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