PALO ALTO, Calif. and
SANTA CLARA, Calif., Nov. 19, 2018 /PRNewswire/
-- Cloudera, Inc. (NYSE: CLDR) and Hortonworks, Inc.
(NASDAQ: HDP) jointly announced today that the U.S. Federal Trade
Commission granted early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), in connection with their previously
announced merger.
The termination of the waiting period under the HSR Act
satisfies one of the conditions to the closing of the merger, which
remains subject to other closing conditions in the Agreement and
Plan of Merger and Reorganization, dated as of October 3, 2018, by and among Cloudera, Inc.,
Surf Merger Corporation, and Hortonworks, Inc. Cloudera and
Hortonworks plan to hold their respective shareholder meetings to
vote on the proposed merger in late December
2018 with the completion of the merger to follow soon
thereafter.
About Cloudera
At Cloudera, we believe that data can
make what is impossible today, possible tomorrow. We empower people
to transform complex data into clear and actionable insights. We
deliver the modern platform for machine learning and analytics
optimized for the cloud. The world's largest enterprises trust
Cloudera to help solve their most challenging business problems.
Learn more at cloudera.com.
Cloudera and associated marks are trademarks or
registered trademarks of Cloudera, Inc. All other company and
product names may be trademarks of their respective owners.
About Hortonworks
Hortonworks is a leading provider of
enterprise-grade, global data management platforms, services and
solutions that deliver actionable intelligence from any type of
data for over half of the Fortune 100. Hortonworks is
committed to driving innovation in open source communities,
providing unique value to enterprise customers. Along with its
partners, Hortonworks provides technology, expertise and support so
that enterprise customers can adopt a modern data architecture. For
more information, visit hortonworks.com.
Hortonworks is a registered trademark or trademark of
Hortonworks, Inc. and its subsidiaries in the United States and other jurisdictions. All
other trademarks are the property of their respective owners.
Connect with Cloudera
About Cloudera:
cloudera.com/about-cloudera.html
Read our blogs: blog.cloudera.com/ and vision.cloudera.com/
Follow us on Twitter: twitter.com/cloudera and LinkedIn:
linkedin.com/cloudera/
Visit us on Facebook: facebook.com/cloudera
See us on YouTube: youtube.com/user/clouderahadoop
Join the Cloudera Community: community.cloudera.com
Read about our customers' successes:
cloudera.com/customers.html
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of the
federal securities law that are subject to various risks and
uncertainties that could cause our actual results to differ
materially from those expressed or implied in such statements.
Words such as "anticipate," "expect," "project," "intend,"
"believe," and words and terms of similar substance used in
connection with any discussion of future plans, actions or events
identify forward-looking statements. Such statements are subject to
risks and uncertainties that include, but are not limited to: (i)
Cloudera or Hortonworks may be unable to obtain stockholder
approval as required for the merger; (ii) other conditions to the
closing of the merger may not be satisfied; (iii) the merger may
involve unexpected costs, liabilities or delays; (iv) the effect of
the announcement of the merger on the ability of Cloudera or
Hortonworks to retain and hire key personnel and maintain
relationships with customers, suppliers and others with whom
Cloudera or Hortonworks does business, or on Cloudera's or
Hortonworks' operating results and business generally; (v)
Cloudera's or Hortonworks' respective businesses may suffer as a
result of uncertainty surrounding the merger and disruption of
management's attention due to the merger; (vi) the outcome of any
legal proceedings related to the merger; (vii) Cloudera or
Hortonworks may be adversely affected by other economic, business,
and/or competitive factors; (viii) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; (ix) risks that the merger
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; and
(x) other risks to consummation of the merger, including the risk
that the merger will not be consummated within the expected time
period or at all. Additional factors that may affect the future
results of Cloudera and Hortonworks are set forth in their
respective filings with the Securities and Exchange Commission
(SEC), including in a registration statement on Form S-4 containing
a joint proxy statement/prospectus of Cloudera and Hortonworks
initially filed by Cloudera on November 5,
2018, and as further amended on November 16, 2018, and each of Cloudera's and
Hortonworks' most recently filed Annual Report on Form 10-K,
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other filings with the SEC, which are available on the
SEC's website at www.sec.gov. See in particular Item 1A of Part II
of Cloudera's Quarterly Report on Form 10-Q for the quarter ended
July 31, 2018 under the heading "Risk
Factors" and Item 1A of Part II of Hortonworks' Quarterly Report on
Form 10-Q for the quarter ended September
30, 2018 under the heading "Risk Factors." The risks and
uncertainties described above and in the registration statement and
Cloudera's most recent Quarterly Report on Form 10-Q and
Hortonworks' most recent Quarterly Report on Form 10-Q are not
exclusive and further information concerning Cloudera and
Hortonworks and their respective businesses, including factors that
potentially could materially affect its business, financial
condition or operating results, may emerge from time to time.
Readers are urged to consider these factors carefully in evaluating
these forward-looking statements. Readers should also carefully
review the risk factors described in other documents that Cloudera
and Hortonworks file from time to time with the SEC. The
forward-looking statements in this press release speak only as of
the date of this press release. Except as required by law, Cloudera
and Hortonworks assume no obligation to update or revise these
forward-looking statements for any reason, even if new information
becomes available in the future.
No Offer or Solicitation
This press release
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval with respect to the proposed merger or otherwise. No offer
of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information and Where to Find It
In
connection with the proposed merger between Cloudera and
Hortonworks, Cloudera initially filed a registration statement on
Form S-4 containing a joint proxy statement/prospectus of Cloudera
and Hortonworks on November 5, 2018,
as further amended on November 16,
2018. Additionally, Cloudera and Hortonworks intend to file
with the SEC other materials in connection with the proposed merger
with the SEC, including the definitive join proxy
statement/prospectus. BEFORE MAKING ANY VOTING DECISION, CLOUDERA'S
AND HORTONWORKS' RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT
BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF CLOUDERA
AND HORTONWORKS WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER
OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain a free copy of the definitive joint
proxy statement/prospectus and other documents containing important
information about Cloudera and Hortonworks, once such documents are
filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Cloudera and Hortonworks make available free of
charge at www.cloudera.com and www.hortonworks.com, respectively
(in the "Investor Relations" section), copies of materials they
file with, or furnish to, the SEC. The contents of the websites
referenced above are not deemed to be incorporated by reference
into the registration statement or the definitive joint proxy
statement/prospectus.
Participants in the Solicitation
This document
does not constitute a solicitation of proxy, an offer to purchase
or a solicitation of an offer to sell any securities. Cloudera,
Hortonworks and their respective directors, executive officers and
certain employees may be deemed to be participants in the
solicitation of proxies from the stockholders of Cloudera and
Hortonworks in connection with the proposed merger. Information
regarding the special interests of these directors and executive
officers in the proposed merger is included in the joint proxy
statement/prospectus referred to above and will be included in the
definitive joint proxy statement/prospectus when it becomes
available. Security holders may also obtain information regarding
the names, affiliations and interests of Cloudera's directors and
executive officers in Cloudera's Annual Report on Form 10-K for the
fiscal year ended January 31, 2018,
which was filed with the SEC on April 4,
2018, and its definitive proxy statement for the 2018 annual
meeting of stockholders, which was filed with the SEC on
May 16, 2018. Security holders may
obtain information regarding the names, affiliations and interests
of Hortonworks' directors and executive officers in Hortonworks'
Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC
on March 15, 2018, and its definitive
proxy statement for the 2018 annual meeting of stockholders, which
was filed with the SEC on April 24,
2018. To the extent the holdings of Cloudera securities by
Cloudera's directors and executive officers or the holdings of
Hortonworks securities by Hortonworks' directors and executive
officers have changed since the amounts set forth in Cloudera's or
Hortonworks' respective proxy statement for its 2018 annual meeting
of stockholders, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of such individuals
in the proposed merger will be included in the definitive joint
proxy statement/prospectus relating to the proposed merger when it
is filed with the SEC. These documents (when available) may be
obtained free of charge from the SEC's website at www.sec.gov,
Cloudera's website at www.cloudera.com and Hortonworks' website at
www.hortonworks.com. The contents of the websites referenced above
are not deemed to be incorporated by reference into the
registration statement or the joint proxy statement/prospectus.
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SOURCE Cloudera, Inc.