Apigee Corporation (NASDAQ:APIC) (“Apigee” or the “Company”), the
API company, today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”), applicable to the proposed acquisition of Apigee
by Google, Inc. (“Google”), was terminated early by the United
States Federal Trade Commission on October 12, 2016.
As previously announced, Apigee entered into a definitive
Agreement and Plan of Merger dated September 7, 2016, by and among
Apigee, Google and Areopagus Inc., a wholly owned subsidiary of
Google, under which Google will acquire Apigee for $17.40 per share
in cash, subject to the satisfaction of certain closing conditions,
including Apigee stockholder approval and applicable regulatory
approvals (the “Merger”). Termination of the HSR Act waiting
period is one of the specified conditions to which closing of the
proposed acquisition is subject.
Apigee is scheduled to hold a special meeting of stockholders on
November 8, 2016 to consider and act upon the adoption and approval
of the Agreement and Plan of Merger. Additional regulatory
approvals are still pending.
About ApigeeApigee® (NASDAQ:APIC) provides a
leading API platform. Many of the world's largest organizations
select Apigee to enable their digital business. Apigee customers
include global enterprises such as Walgreens, Burberry,
Morningstar, and First Data. For more information, go to
http://apigee.com.
Apigee is a registered trademark in the U.S. All other
trademarks mentioned herein are property of their respective
owners.
Additional Information and Where to Find It
In connection with the transaction, the Company has filed
relevant materials with the Securities and Exchange Commission
(the “SEC”), including a definitive proxy statement on Schedule
14A. The Company has also caused to be mailed the definitive proxy
statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the transaction. INVESTORS
AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION
THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE TRANSACTION. The definitive proxy
statement and other relevant materials in connection with the
transaction (when they may become available), and any other
documents filed by the Company with the SEC, may be obtained free
of charge at the SEC’s website (http://www.sec.gov) or through
the investor relations section of the Company’s
website (http://investors.Apigee.com).
Participants in the Solicitation
Apigee and its directors, executive officers and other members
of its management and employees may be deemed to be participants in
the solicitation of proxies from Apigee’s stockholders with
respect to the Merger. Information about Apigee’s directors
and executive officers and their ownership of Apigee’s Common
Stock is set forth in Apigee’s annual proxy statement on Schedule
14A filed with the SEC on November 25, 2015 and in Apigee’s
definitive proxy statement on Schedule 14A filed with the SEC
on October 11, 2016. Stockholders may obtain additional
regarding the direct and indirect interests of the participants in
the solicitation of proxies in connection with the Merger, which
may be different than those of Apigee stockholders generally, by
reading the definitive proxy statement and other relevant documents
regarding the merger when they may become available, which will be
filed with the SEC.
Forward-Looking Statements
This communication contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995 with respect to the proposed transaction and business
combination between Google and Apigee, including statements
regarding the benefits of the transaction, the anticipated timing
of the transaction and the products and markets of each
company. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Forward-looking
statements are predictions, projections and other statements
about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
press release, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect Apigee’s business and the price of the
common stock of Apigee, (ii) the failure to satisfy the
conditions to the consummation of the transaction, including the
adoption of the merger agreement by the stockholders of Apigee
and the receipt of certain governmental and regulatory approvals,
(iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, (iv) the effect of the announcement or pendency of
the transaction on Apigee’s business relationships, operating
results, and business generally, (v) risks that the proposed
transaction disrupts current plans and operations of Google or
Apigee, including disruptions to relationships with customers,
licensees, and other business partners of Apigee and potential
difficulties in Apigee employee retention as a result of the
transaction, (vi) risks related to diverting management’s attention
from Apigee’s ongoing business operations, (vii) the outcome
of any legal proceedings that may be instituted against Google or
against Apigee related to the merger agreement or the
transaction, (viii) the ability of Google to successfully integrate
Apigee’s operations, product lines, and technology within the
expected time-line or at all, (ix) the ability of Google to
implement its plans, forecasts, and other expectations with
respect to Apigee’s business after the completion of the proposed
merger and realize additional opportunities for growth and
innovation, (x) the fact that receipt of the all-cash merger
consideration will be taxable to stockholders that are treated as
U.S. holders for U.S. federal income tax purposes; (xi) the fact
that, if the merger is completed, stockholders will forego the
opportunity to realize the potential long-term value of the
successful execution of Apigee’s current strategy as an independent
company and Apigee’s inability to make certain changes to our
business pending the completion of the merger, and other
restrictions on our ability to conduct our business; (xii) the
possibility that Google could, at a later date, engage in
unspecified transactions, including restructuring efforts, special
dividends or the sale of some or all of Apigee’s assets to one or
more as yet unknown purchasers, that could conceivably produce a
higher aggregate value than that available to stockholders in the
merger; (xiii) the fact that under the terms of the merger
agreement, Apigee is unable to solicit other acquisition proposals
during the pendency of the merger; (xiv) potential uncertainty in
the marketplace, which could lead current and prospective customers
to purchase from other vendors or delay purchasing from Apigee;
(xv) the amount of the costs, fees, expenses and charges
related to the merger agreement or the merger; (xvi) other
developments beyond our control, including, but not limited to,
changes in domestic or global economic conditions that may affect
the timing or success of the merger; (xvii) risks that our stock
price may decline significantly if the merger is not completed; and
(xviii) risks related to obtaining the requisite consents to the
merger, including the timing and receipt of regulatory approvals
from various domestic and foreign governmental entities (including
any conditions, limitations or restrictions placed on these
approvals) and the risk that one or more governmental entities may
deny approval.
The foregoing list of factors is not exclusive. Additional risks
and uncertainties that could affect Apigee’s financial and
operating results are included under the captions "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and elsewhere in Apigee’s Annual Report
on Form 10-K, as amended, filed with the SEC on October 7 and 11,
2016. Apigee’s SEC filings are available on the Investor Relations
section of the Company’s website at http://investors.apigee.com and
on the SEC's website at www.sec.gov. While Apigee may elect to
update forward-looking statements at some point in the future,
Apigee specifically disclaims any obligation to update the
forward-looking statements provided to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based, and, therefore, you should
not rely on these forward-looking statements as representing
Apigee’s views as of any date subsequent to today.
Press Contact:
press@apigee.com
Investor Contact:
Kevin Faulkner
kfaulkner@apigee.com
(408) 816-1658
APIGEE CORP (NASDAQ:APIC)
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