SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

 

Filed by the Registrant o

 

Filed by a Party other than the Registrant þ

 

Check the appropriate box:

 

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
þ	Soliciting Material Under Rule 14a-12

 

Avalara, Inc.

(Name of Registrant as Specified in Its Charter)

 

Altair US, LLC

Richard H. Bailey

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (check the appropriate box):

 

þ	No fee required.
o	Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

 

	1)	Title of each class of securities to which transaction applies:
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3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

	4)	Proposed maximum aggregate value of transaction:
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o	Fee paid previously with preliminary materials.

 

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

 

 

 

On September 28, 2022, Altair US, LLC issued a press release detailing its response to certain claims made by Avalara, Inc. ("Avalara") regarding the proposed acquisition of Avalara by affiliates of Vista Equity Partners Management, LLC and linking to a supplemental presentation to shareholders. Copies of the press release and supplemental presentation are attached as Exhibit A and Exhibit B, respectively. 

 

 

 

Exhibit A

 

Altair Issues New Investor Presentation Addressing Avalara’s Recent Misleading Claims
About Its Proposed Sale to Vista Equity

 

Company Appears to Manipulate Data and Overstate Avalara’s Challenges
to Justify Its Disappointing Sale

 

Company’s Own Presentation Reinforces Altair’s Belief that the Board Chose the Wrong Time to Sell, Conducted a Flawed Sale Process and Agreed to an Inadequate Price

 

SANTA ROSA, Calif., Sept. 28, 2022 /PRNewswire/ -- Altair US, LLC ("Altair" or "we"), a pre-IPO angel investor in Avalara, Inc. (NYSE: AVLR) (the "Company" or "Avalara") and one of the Company's largest shareholders, today released a presentation in response to Avalara’s recent, disingenuous claims about its proposed sale to Vista Equity Partners (“Vista”). The transaction is subject to a vote of shareholders at the Company’s Special Meeting of Shareholders scheduled to be held on October 14, 2022. We will vote against the transaction.

 

The presentation is available at: https://tinyurl.com/5fyapkdx

 

As outlined in the presentation, Altair believes that:

 

·

The Company is intentionally taking a pessimistic tone, in stark contrast to the optimism of its Analyst Day presentation just three months ago. We believe there is no urgent need to sell the Company. Avalara has ample cash and a bright future; its near- and long-term prospects are not meaningfully different than they were three months ago when the Company reiterated its belief that Avalara can become part of every transaction in the world.

 

·

Avalara appears to be manipulating the data, including by using new and inapposite peer groups and using varying dates and prices without explanation, to manufacture an argument that the Company is being sold at a “premium” valuation. We believe Vista’s offer price – which is well below sell-side analyst price targets prior to the deal and below Avalara’s historical valuation multiple – fails to sufficiently compensate Avalara shareholders for relinquishing their claim on Avalara’s future earnings.

 

·

The Company’s presentation fails to address some of the most troubling aspects of the deal. The Company has not responded to concerns about the lucrative and long standing relationship between Vista and Avalara’s financial advisor, Goldman Sachs, which has received $80 million from Vista and Vista affiliates over the last two years; the Board's failure to obtain a fairness opinion from an independent financial adviser (i.e. one that did not stand to receive over $70 million contingent upon closing of the deal); and connections between Vista and members of the Board who supported this deal. Nor has Avalara provided rationale for the Board’s decision to re-engage with Vista at a price lower than Vista’s initial indication of interest, even after the Board had terminated the sale process, nor for the Board’s decision to sell the Company during a time of macroeconomic uncertainty and capital markets volatility, which we believe had a significant negative impact on the level of interest from potential acquirers and their ability to finance a transaction and pay a fair price.

 

 

 

Avalara’s presentation is, in our view, disheartening evidence that the Company’s Board was not interested in helping Avalara reach its full potential and is instead seeking a sale of the Company as a means to avoid the hard work of dealing with transient headwinds.

 

Altair encourages shareholders to read its presentation along with its proxy materials, which are forthcoming.

 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

In connection with the proposed acquisition of Avalara, Inc. (the "Company") ( NYSE: AVLR) by affiliates of Vista Equity Partners Management, LLC (the "Merger"), the Company entered into an Agreement and Plan of Merger, dated as of August 8, 2022, with Lava Intermediate, Inc., a Delaware corporation ("Parent"), and Lava Merger Sub, Inc., a Washington corporation and wholly owned subsidiary of Parent (the "Merger Agreement"). The Participants (as defined below) intend to file a definitive proxy statement and accompanying proxy card with the SEC to be used to solicit proxies for votes (the "Proxy Solicitation") opposing the adoption of the Merger Agreement at the special meeting of shareholders (the "Special Meeting") and regarding other proposals that may come before the Special Meeting. The Participants in the Proxy Solicitation are anticipated to be Altair US, LLC, a Delaware limited liability company ("Altair US"), and Richard Bailey (collectively, the "Participants"), the Manager of Altair US. As of the date hereof, each of the Participants may be deemed to beneficially own, in the aggregate, 850,892 shares of common stock of the Company.

 

THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO SROWLAND@SHAREHOLDERSDESERVEBETTER.COM.

 

Disclaimer

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this press release and the material contained herein are for general information only and are not intended to provide investment advice. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release and the material contained herein that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. Altair US, LLC disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate.

 

ALTAIR US, LLC HAS NEITHER SOUGHT NOR OBTAINED THE CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN THAT HAVE BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR PUBLISHED BY SUCH THIRD PARTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTIES FOR THE VIEWS EXPRESSED HEREIN.

 

About Altair US, LLC

Altair is a family office.

 

Investor Contact

MacKenzie Partners, Inc.

Bob Marese

(212) 929-5500

 

Media Contact

Stanley Rowland

Phone: (925) 708-5611

srowland@ShareholdersDeserveBetter.com

 

 

Exhibit B