Medallia Shareholders to Receive $34.00 Per
Share in Cash
Medallia, Inc. (NYSE: MDLA) (“Medallia”), the global leader in
customer and employee experience, today announced that it has
entered into a definitive agreement to be acquired by Thoma Bravo,
a leading software investment firm, in an all-cash transaction that
values Medallia at $6.4 billion. Through this transaction, Medallia
will become a private company with additional resources and greater
flexibility to build on its innovation leadership and expand its
customer impact. Additionally, the transaction will allow Medallia
to benefit from the operating capabilities, capital support and
deep sector expertise of Thoma Bravo – one of the most experienced
and successful software investors in the world.
Under the terms of the agreement, Medallia shareholders will
receive $34.00 per share in cash, which represents a premium of
approximately 20% to Medallia’s unaffected closing stock price on
June 10, 2021, the last full trading day prior to media reports
regarding a possible transaction, and a premium of approximately
29% to Medallia’s unaffected 30-day average price.
“Today’s announcement underscores our commitment to constant
innovation, expansion and value creation,” said Leslie Stretch,
President and CEO of Medallia. “Since becoming a public company in
2019, we have made significant progress bolstering our leadership
position in experience management. Today, Medallia benefits from a
differentiated portfolio of cloud technology solutions and an
expansive, loyal customer base across a diverse set of industry
verticals and geographies. I look forward to our continued
outstanding work in support of our customers. Furthermore, we are
eager to build on our success and begin the next phase of
differentiated growth, and we believe that becoming a private
company represents the best opportunity to do just that. In
addition to maximizing value for our shareholders, this transaction
will enable us to execute on our long-term strategy with even
greater effectiveness, efficiency and flexibility.”
“Medallia has positioned itself at the forefront of the
experience management market with a best-in-class SaaS platform
that leverages proprietary AI to help companies better understand
their customers and employees and drive meaningful business growth
at scale,” said Scott Crabill, a Managing Partner at Thoma Bravo.
“Medallia’s ability to provide personalized and predictive insights
across every channel and to companies of all sizes has become
mission-critical in a rapidly expanding universe of structured and
unstructured data, where more and more business is transacted
digitally. We look forward to partnering with Leslie and the
talented Medallia team and applying our operational and investment
expertise in software to support the company in the next phase of
its growth journey.”
“Medallia not only created the category of experience management
but continues to re-define it through innovation, having built a
unified, action-oriented platform with the most comprehensive
signal capture technology on the market,” said Peter Stefanski, a
Principal at Thoma Bravo. “Medallia products are used extensively
from the front line to the C-suite in enabling users to improve
experiences in real-time with valuable data and insights. In a
world where enterprises are only beginning to understand the power
of using experience data to run their businesses, we are excited to
support Medallia as it continues to capitalize on a massive,
growing market opportunity.”
Transaction Details
Following an unsolicited approach regarding an acquisition, the
Medallia Board of Directors engaged in a robust strategic review
process with the assistance of independent legal and financial
advisors. This included an evaluation of Medallia’s strategic plan
as an independent company and other strategic alternatives.
Following this process, the Medallia Board unanimously approved the
transaction with Thoma Bravo, as it provides Medallia’s
shareholders with immediate and certain value.
Thoma Bravo has also entered into voting agreements with
Medallia’s directors and executive officers, and investment funds
affiliated with these individuals. Under these agreements, which
represent approximately 34% of Medallia’s outstanding shares, the
applicable shareholders have agreed to vote in favor of the
transaction, subject to certain terms and conditions contained
therein.
The agreement includes a 40-day “go-shop” period expiring on
September 4, 2021. During this period, Medallia, assisted by its
legal and financial advisors will actively initiate, solicit and
consider alternative acquisition proposals from third parties. The
Medallia Board will have the right to terminate the merger
agreement to enter into a superior proposal, subject to the terms
and conditions of the merger agreement. There can be no assurance
that this “go-shop” process will result in a superior proposal, and
Medallia does not intend to disclose developments with respect to
the solicitation process unless and until it determines that such
disclosure is appropriate or otherwise required.
The transaction is expected to close in 2021, subject to
customary closing conditions, including approval by Medallia
shareholders and receipt of regulatory approvals. Upon completion
of the transaction, Medallia’s common stock will no longer be
listed on any public market. Medallia will remain headquartered in
San Francisco.
Advisors
Morgan Stanley & Co. LLC is serving as lead financial
advisor to Medallia, and BofA Securities and Wells Fargo Securities
are also serving as financial advisors. Wilson Sonsini Goodrich
& Rosati, Professional Corporation is serving as Medallia’s
legal advisor. Kirkland & Ellis LLP is serving as legal advisor
to Thoma Bravo. Debt financing for the transaction is being
provided by Blackstone Credit, certain funds managed by affiliates
of Apollo Capital Management, L.P., KKR Credit, Thoma Bravo Credit
and Antares Capital.
About Medallia
Medallia (NYSE: MDLA) is the pioneer and market leader in
customer, employee, citizen and patient experience. The company’s
award-winning SaaS platform, Medallia Experience Cloud, is becoming
the experience system of record that makes all other applications
customer and employee aware. The platform captures billions of
experience signals across interactions including all voice, video,
digital, IOT, social media and corporate messaging tools. Medallia
uses proprietary artificial intelligence and machine learning
technology to automatically reveal predictive insights that drive
powerful business actions and outcomes. Medallia customers reduce
churn, turn detractors into promoters and buyers, create
in-the-moment cross-sell and up-sell opportunities and drive
revenue-impacting business decisions, providing clear and potent
returns on investment. For more information visit
www.medallia.com.
© 2021 Medallia, Inc. All rights reserved. Medallia®, the
Medallia logo, and the names and marks associated with Medallia’s
products are trademarks of Medallia. All other trademarks are the
property of their respective owners.
About Thoma Bravo
Thoma Bravo is one of the largest private equity firms in the
world, with more than $78 billion in assets under management as of
March 31, 2021. The firm invests in growth-oriented, innovative
companies operating in the software and technology sectors.
Leveraging the firm's deep sector expertise and proven strategic
and operational capabilities, Thoma Bravo collaborates with its
portfolio companies to implement operating best practices, drive
growth initiatives and make accretive acquisitions intended to
accelerate revenue and earnings. Over the past 20 years, the firm
has acquired more than 300 companies representing over $85 billion
in enterprise value. The firm has offices in Chicago, Miami and San
Francisco. For more information, visit thomabravo.com.
Additional Information and Where to Find It
Medallia, Inc. (“Medallia”) its directors and certain executive
officers are participants in the solicitation of proxies from
shareholders in connection with the pending acquisition of Medallia
(the “Transaction”). Medallia plans to file a proxy statement (the
“Transaction Proxy Statement”) with the Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of
proxies to approve the Transaction.
Robert Bernshtyn, Mitchell K. Dauerman, Borge Hald, Leslie J.
Kilgore, Douglas M. Leone, Stanley J. Meresman, Amy E. Pressman,
Leslie J. Stretch, Steven C. Walske and James D. White, all of whom
are members of Medallia’s Board of Directors, and Roxanne M.
Oulman, who is Medallia’s Chief Financial Officer, are participants
in Medallia’s solicitation. Other than Ms. Pressman and Messrs.
Hald and Leone, none of such participants owns in excess of 1% of
Medallia’s common stock. Ms. Pressman and Mr. Hald may each be
deemed to own approximately 2% of Medallia’s common stock. Mr.
Leone may be deemed to own approximately 1% of Medallia’s common
stock, and is affiliated with investment funds owning an additional
approximately 28% of Medallia’s common stock. Additional
information regarding such participants, including their direct or
indirect interests, by security holdings or otherwise, will be
included in the Transaction Proxy Statement and other relevant
documents to be filed with the SEC in connection with the
Transaction. Information relating to the foregoing can also be
found in Medallia’s definitive proxy statement for its 2021 Annual
Meeting of Shareholders (the “2021 Proxy Statement”), which was
filed with the SEC on April 13, 2021. To the extent that holdings
of Medallia’s securities have changed since the amounts printed in
the 2021 Proxy Statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC.
Promptly after filing the definitive Transaction Proxy Statement
with the SEC, Medallia will mail the definitive Transaction Proxy
Statement and a WHITE proxy card to each shareholder entitled to
vote at the special meeting to consider the Transaction.
SHAREHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT MEDALLIA WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders may obtain, free of charge, the preliminary and
definitive versions of the Transaction Proxy Statement, any
amendments or supplements thereto, and any other relevant documents
filed by Medallia with the SEC in connection with the Transaction
at the SEC’s website (http://www.sec.gov). Copies of Medallia’s
definitive Transaction Proxy Statement, any amendments or
supplements thereto, and any other relevant documents filed by
Medallia with the SEC in connection with the Transaction will also
be available, free of charge, at Medallia’s investor relations
website (https://investor.medallia.com) or by writing to Medallia,
Inc., Attention: Investor Relations, 575 Market Street, Suite 1850,
San Francisco, California 94105.
Forward-Looking Statements
This communication contains forward-looking statements that
involve risks and uncertainties, including statements regarding:
the Transaction, including the expected timing of the closing of
the Transaction; considerations taken into account by Medallia’s
Board of Directors in approving the Transaction; and expectations
for Medallia following the closing of the Transaction. If any of
these risks or uncertainties materialize, or if any of Medallia’s
assumptions prove incorrect, Medallia’s actual results could differ
materially from the results expressed or implied by these
forward-looking statements. Additional risks and uncertainties
include those associated with: the possibility that the conditions
to the closing of the Transaction are not satisfied, including the
risk that required approvals from Medallia’s shareholders for the
Transaction or required regulatory approvals to consummate the
Transaction are not obtained; potential litigation relating to the
Transaction; uncertainties as to the timing of the consummation of
the Transaction; the ability of each party to consummate the
Transaction; possible disruption related to the Transaction to
Medallia’s current plans and operations, including through the loss
of customers and employees; and other risks and uncertainties
detailed in the periodic reports that Medallia files with the SEC,
including Medallia’s Annual Report on Form 10-K filed with the SEC
on March 22, 2021, and Quarterly Report on Form 10-Q filed with the
SEC on June 4, 2021, each of which may be obtained on the investor
relations section of Medallia’s website
(https://investor.medallia.com). All forward-looking statements in
this communication are based on information available to Medallia
as of the date of this communication, and Medallia does not assume
any obligation to update the forward-looking statements provided to
reflect events that occur or circumstances that exist after the
date on which they were made, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210726005427/en/
Medallia
Investor Contact: Carolyn Bass IR@Medallia.com
PR Contact: Joele Frank, Wilkinson Brimmer Katcher Matt Sherman
/ Sophie Throsby / Katie Villany 212-355-4449
Thoma Bravo: Megan Frank 212-731-4778 mfrank@thomabravo.com
OR
Finsbury Glover Hering Joe Berg 203-984-2771
joe.berg@fgh.com
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