Cloudera (CLDR) Enters Into Agreement To Be Acquired For $5.3 Billion: Details

By Amit Chowdhry ● June 1, 2021
  • Cloudera (NYSE: CLDR) 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 about $5.3 billion. These are the details.

Today enterprise data cloud company Cloudera (NYSE: CLDR) 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 about $5.3 billion. The deal will result in Cloudera becoming a private company and is expected to close in the second half of 2021.

The Board of Directors of Cloudera has unanimously approved the transaction and recommends that the Cloudera shareholders approve the transaction and adopt the merger agreement. And 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 deal delivers value to Cloudera shareholders, who will receive $16.00 in cash per share, representing a 24% premium to the closing price as of May 28, 2021, and a 30% premium to the 30-day volume-weighted average share price.

KKR is making the investment through its North American private equity funds, adding to KKR’s experience helping to grow leading global technology businesses, including GoDaddy, Internet Brands, Epicor, BMC, Optiv, Calabrio, Corel and 1-800 Contacts. And CD&R’s investments in technology-related businesses include Epicor, Capco, m2gen, Sirius Computer Solutions, and TRANZACT.

The closing of the deal is subject to customary closing conditions, including the approval of Cloudera shareholders and antitrust approval. And the agreement 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 is going to have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. And there can be no assurance that this “go-shop” will result in a superior proposal, and Cloudera does not intend to disclose developments with respect to the solicitation process unless and until the Board receives an acquisition proposal that it determines is a superior proposal, or it otherwise determines such disclosure is required.

Datacoral And Cazena Acquisitions 

Separately, Cloudera also announced that it has agreed to acquire Datacoral and Cazena in two separate transactions. The additions of Datacoral and Cazena will support the evolution of Cloudera’s public cloud offering and expand Cloudera’s market opportunity as the company moves beyond big data to self-service. And the two acquisitions mark an important milestone as Cloudera continues to execute its strategic plan to build a leader in the hybrid cloud space.

Key Quotes About The Acquisition Of Cloudera:

“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. 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.”

— Rob Bearden, CEO of Cloudera

“We very much look forward to working with Cloudera as it continues to execute its long-term transformation strategy. The company has made significant progress establishing the Cloudera Data Platform (CDP) as a leader in hybrid and multi-cloud analytics, and we believe that our experience and capabilities can offer valuable support to accelerate expansion into new products and markets.”

— Jeff Hawn, CD&R Operating Partner – who will serve as Chairman of the company upon the close of the transaction. Hawn’s past roles include serving as Chairman and Chief Executive Officer of Quest Software, Vertafore, and Attachmate.

“We have followed the Cloudera story closely for a number of years and are pleased to be supporting its mission of helping companies make better use of their data in the ever-evolving hybrid IT environment. We are excited to contribute to Cloudera’s accelerated innovation efforts as a private company.”

— John Park, KKR Partner and Head of Americas Technology Private Equity

Disclaimer: This content is intended for informational purposes. Before making any investment, you should do your own analysis.