Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
At the effective time of the Merger (the "Effective Time"), each:
(i) share of common stock, par value$0.0001 per share, of the Company (the "Shares") issued and outstanding as of immediately prior to the Effective Time (except for Shares (A) held by the Company (or held in the Company's treasury); (B) owned by Parent or Merger Sub or any other direct or indirect wholly owned subsidiary of Parent; and (C) any dissenting shares) will be cancelled and cease to exist, and automatically converted into the right to receive cash in an amount equal to$57.50 , without interest thereon (the "Per Share Price"), subject to any withholding of taxes required by applicable law; (ii) option to purchase Shares (each, a "Company Option"), restricted stock unit award (each, a "Company RSU") and RSU held by a director of the Company (each, a "Director RSU") that is unexercised, outstanding and vested as of immediately prior to the Effective Time or that vests solely as a result of the consummation of the transactions contemplated by the Merger Agreement (each, a "Vested Award") will be cancelled and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares subject to such Vested Award, multiplied by (B) the Per Share Price (or, for each Company Option, the excess, if any, of the Per Share Price over such Company Option's per share exercise price), subject to any required withholding of taxes; and (iii) Company Option and Company RSU (excluding Director RSUs) that is unexercised and outstanding as of immediately prior to the Effective Time that is not a Vested Award (each, an "Unvested Award") will be cancelled and replaced with a right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares subject to such Unvested Award multiplied by (B) the Per Share Price (or, for each Company Option, the excess, if any, of the Per Share Price over such Company Option's per share exercise price) subject to any required withholding of taxes (the "Unvested Consideration Amounts"), which Unvested Consideration Amounts will, be made at the same time(s) that the Unvested Awards would have vested in accordance with their terms and will remain subject to the holder of the Unvested Awards remaining in continuous service with Parent, theSurviving Corporation or any of its Subsidiaries through each such vesting date (except, that any terms and conditions relating to accelerated vesting upon a termination of the holder's employment in connection with or following the Merger shall continue to apply to the Unvested Consideration Amounts). For the avoidance of doubt, any Company Options (whether vested or unvested) with a per share exercise price equal to or greater than the Per Share Price will be cancelled immediately upon the Effective Time without payment or consideration.
Concurrently with the execution of the Merger Agreement, Parent and/or one of
its subsidiaries has obtained equity and debt financing commitments for the
transactions contemplated by the Merger Agreement. JPMorgan,
Item 2.02 Results of Operations and Financial Condition.
On
The information set forth under this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The attached press release includes a discussion of certain non-GAAP financial measures as well as a reconciliation of such non-GAAP financial measures to the corresponding GAAP financial measures.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On
The foregoing description of the amendment to the Company's amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the text of the amendment of the amended and restated bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will be filing
documents with the
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Cornerstone and Clearlake and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cornerstone stockholders in connection with the proposed transaction. Information about Cornerstone's directors and executive officers in the proposed transaction will be included in the proxy statement described above. Additional information regarding
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these individuals is set forth in Cornerstone's Annual Report on Form 10-K for
the fiscal year ended
Forward-Looking Statements
This communication contains forward-looking statements which include, but are
not limited to, statements regarding expected timing, completion and effects of
the proposed merger. These forward-looking statements are subject to the safe
harbor provisions under the Private Securities Litigation Reform Act of 1995.
Cornerstone's expectations and beliefs regarding these matters may not
materialize. Actual outcomes and results may differ materially from those
contemplated by these forward-looking statements as a result of uncertainties,
risks, and changes in circumstances, including but not limited to risks and
uncertainties related to: the ability of the parties to consummate the proposed
merger, satisfaction of closing conditions precedent to the consummation of the
proposed merger, potential delays in consummating the merger, the ability of
Cornerstone to timely and successfully achieve the anticipated benefits of the
merger and the impact of health epidemics, including the COVID-19 pandemic, on
the parties' respective businesses and the actions the parties may take in
response thereto. Additional risks and uncertainties that could cause actual
outcomes and results to differ materially from those contemplated by the
forward-looking statements are included under the caption "Risk Factors" and
elsewhere in Cornerstone's most recent filings with the
The forward-looking statements included in this communication are made only as of the date hereof. Cornerstone assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofAugust 5, 2021 , by and amongSunshine Software Holdings, Inc. , aDelaware corporation, andSunshine Software Merger Sub, Inc. , aDelaware corporation and wholly owned subsidiary ofSunshine Software Holdings, Inc. , andCornerstone OnDemand, Inc. , aDelaware corporation.* 3.1 Amendment to Amended and Restated Bylaws ofCornerstone OnDemand, Inc. 10.1 Voting and Support Agreement, dated as ofAugust 5, 2021 , by and among the Company,Sunshine Software Holdings, Inc. , Adam L. Miller and other Stockholders party thereto. 10.2 Form of Clearlake Voting and Support Agreement, dated as ofAugust 5, 2021 . 10.3 Form of Vector Voting and Support Agreement, dated as ofAugust 5, 2021 . 10.4 Support Agreement, dated as ofAugust 5, 2021 , by and among the Company,Sunshine Software Holdings, Inc. andSLA CM Chicago Holdings, L.P. 10.5 Support Agreement, dated as ofAugust 5, 2021 , by and among the Company,Sunshine Software Holdings, Inc. andSLA Chicago Co-Invest II, L.P. 99.1Cornerstone OnDemand, Inc. Press Release, dated as ofAugust 5, 2021 . 99.2Cornerstone OnDemand, Inc. Joint Press Release, dated as ofAugust 5, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a
copy will be furnished supplementally to the
upon request.
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