Cloudera has announced that it has entered into a definitive agreement to be acquired by affiliates of Clayton, Dubilier & Rice (CD&R) and KKR in an all-cash transaction valued at approximately $5.3 billion.
The transaction will result in Cloudera becoming a private company and is expected to close in the second half of 2021.
Cloudera said that its board of directors has unanimously approved the transaction and recommends that the Cloudera shareholders approve the transaction and adopt the merger agreement.
Entities related to Icahn Group, collectively holding approximately 18% of the outstanding shares of Cloudera common stock, have entered into a voting agreement pursuant to which they have agreed, among other things, to vote their shares of Cloudera common stock in favor of the transaction.
The agreement also includes a 30-day “go-shop” period expiring on July 1, 2021, which allows the board and its advisors to actively initiate, solicit, and consider alternative acquisition proposals from third parties with an additional 10 days to negotiate a definitive agreement with qualifying parties.
The 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.
"This transaction provides substantial and certain value to our shareholders while also accelerating Cloudera’s long-term path to hybrid cloud leadership for analytics that span the complete data lifecycle - from the Edge to AI,” said Rob Bearden, CEO of Cloudera. “We believe that as a private company with the expertise and support of experienced investors such as CD&R and KKR, Cloudera will have the resources and flexibility to drive product-led growth and expand our addressable market opportunity."
KKR is making the investment from its North American private equity funds, adding to KKR’s experience with global technology businesses, including GoDaddy, Internet Brands, Epicor, BMC, Optiv, Calabrio, Corel, and 1-800 Contacts. CD&R’s investments in technology-related businesses include Epicor, Capco, m2gen, Sirius Computer Solutions, and TRANZACT.
For more information, go to www.cloudera.com.