M&A: ZUORA INC

Form Type: DEFA14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000119312524287191

Comments: Zuora, Inc. is in the process of a proposed merger where Zodiac Acquisition Sub, Inc., a subsidiary of Zodiac Purchaser, L.L.C., will merge with Zuora, with Zuora being the surviving corporation. The merger is backed by Silver Lake and GIC Pte. Ltd., aiming to maximize shareholder value after extensive strategic reviews and discussions with multiple interested parties. The proposal offers shareholders a cash premium of $10.00 per share, which represents an 18% increase over the pre-announcement stock price, alongside assurance against execution risks amid challenging business conditions. The Zuora Board of Directors recommends a 'FOR' vote for the transaction, highlighting its anticipated approval at a special stockholders meeting set for February 13, 2025. Shareholders are encouraged to review the definitive proxy statement and associated documents for detailed information regarding the merger terms and procedures for voting.

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Form Type: DEFM14A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000119312524287171

Comments: Zuora, Inc. has filed a definitive proxy statement for a special meeting of stockholders scheduled for February 13, 2025. The key proposal for consideration is the adoption of an Agreement and Plan of Merger dated October 17, 2024, which involves Zodiac Purchaser, L.L.C. and Zodiac Acquisition Sub, Inc. Merger Sub will merge with Zuora, resulting in Zuora becoming a wholly owned subsidiary of Parent. Each share of Zuora's common stock will be converted to $10.00 per share. This transaction represents an 18% premium over the closing stock price prior to media reports of the potential merger. The document outlines the voting requirements and the special committee formed to evaluate strategic alternatives. The board recommends approval of the merger and compensation plans for executives. Those who do not favor the merger may seek appraisal rights under Delaware law. Additional details on the compensation proposal and the possibility of adjournment of the meeting to solicit more votes are also included.

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Form Type: SC 13E3/A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000119312524287189

Comments: Zuora, Inc. filed this Amendment No. 2 to the Schedule 13E-3 Transaction Statement in connection with a merger agreement dated October 17, 2024, between Zuora and Zodiac Acquisition Sub, Inc., in which Zuora will merge into the Merger Sub, becoming a wholly owned subsidiary of Zodiac Purchaser, L.L.C. As part of this transaction, shareholders of Zuora will receive $10.00 per share for each outstanding share of Class A and B Common Stock (with certain exceptions), and Zuora's shares will be delisted from the NYSE. The agreement includes a voting and rollover agreement with certain stockholders who intend to vote in favor of the merger. Zuora's Board has unanimously recommended the merger as beneficial to the shareholders. The completion of the merger depends on the approval from shareholders, including a majority vote from unaffiliated company stockholders. Steps are being taken for stockholder communication and proxy solicitation.

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Form Type: SC 13E3/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524283271

Comments: Zuora, Inc. has filed this amendment regarding a proposed merger with Zodiac Purchaser, L.L.C., Zodiac Acquisition Sub, Inc., and related entities. The agreement, dated October 17, 2024, details that Zodiac Acquisition Sub will merge with and into Zuora, the latter becoming a wholly owned subsidiary of Zodiac Purchaser. Upon the merger's completion, each share of Zuora's common stock will be converted into $10.00 in cash (subject to exceptions for certain stockholders). The proposal includes plans for delisting Zuora's Class A Common Stock from the NYSE and deregistration under the Exchange Act. The Zuora Board unanimously approved this merger and recommended it to stockholders, highlighting its political and financial advisability. A special committee formed to review strategic alternatives to the company’s independent status found the merger beneficial for stockholders. The conditions for the merger’s completion are detailed, including the necessity for majority stockholder approval. This document also contains information about solicitation for proxies and financial statements related to the merger.

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