SAN MATEO, Calif., May 31, 2016 /PRNewswire/ -- Marketo, Inc.
(NASDAQ: MKTO), the leading provider of engagement marketing
software and solutions, today announced that it has entered into a
definitive agreement to be acquired by Vista Equity Partners
("Vista"), a leading private equity firm focused on investments in
software, data and technology-enabled businesses.
The terms of this all-cash deal provide substantial value to
Marketo shareholders. Vista will acquire all outstanding shares of
Marketo common stock for a total value of approximately $1.79
billion. Marketo shareholders will receive $35.25 in cash
per share, representing a 64% premium to the unaffected closing
price as of May 9, 2016.
"After careful consideration and deliberation, our Board of
Directors unanimously concluded that the sale of Marketo to Vista
Equity Partners was in the best interest of Marketo and its
shareholders," said Phil Fernandez,
chairman and CEO of Marketo. "The acquisition will allow Marketo to
continue to focus on customer success and to remain the independent
category leader, continuing to set the agenda for product
innovation and thought leadership for the entire digital marketing
industry. It will also enable us to successfully deliver on the
bold vision we recently set forth – to give tomorrow's marketers
and the C-suite an ultra-high-scale enterprise platform for
customer engagement."
"Marketo is the clear leader in the marketing automation space
and has consistently delivered innovative mission critical products
to its more than 4,600 customers," said Brian Sheth, co-founder and president of Vista.
"Given our proven track record and focus on investing in
high-growth SaaS platforms, we are thrilled to partner with Phil
and the broader Marketo team to help the company accelerate
innovation, growth, and excellence."
Marketo headquarters will remain in San Mateo. Closing of the deal is subject to
customary closing conditions, including the approval of Marketo
shareholders and antitrust approval in the United States. The transaction is expected
to close in the third quarter of 2016.
Morgan Stanley is serving as financial advisor to Marketo, and
Wilson Sonsini Goodrich & Rosati
is serving as legal advisor to Marketo. Vista's legal advisor is
Kirkland & Ellis LLP.
About Marketo
Marketo provides the leading engagement
marketing software and solutions designed to help marketers develop
long-term relationships with their customers - from acquisition to
advocacy. Marketo is built for marketers, by marketers and is
setting the innovation agenda for marketing technology. Marketo
puts Marketing First. Headquartered in San Mateo, CA, with offices around the world,
Marketo serves as a strategic partner to large enterprise and
fast-growing small companies across a wide variety of industries.
To learn more about Marketo's Engagement Marketing Platform,
LaunchPoint® partner ecosystem, and the vast community that is the
Marketo Marketing Nation®, visit www.marketo.com.
About Vista Equity Partners
Vista, a U.S.-based
private equity firm with offices
in Austin, Chicago and San Francisco, with
over $24 billion in cumulative capital commitments,
currently invests in software, data and technology-based
organizations led by world-class management teams with long-term
perspective. Vista is a value-added investor, contributing
professional expertise and multi-level support towards companies
realizing their full potential. Vista's investment approach is
anchored by a sizable long-term capital base, experience in
structuring technology-oriented transactions, and proven management
techniques that yield flexibility and opportunity in private equity
investing. For more information, please
visit www.vistaequitypartners.com.
Additional Information and Where to Find It
Marketo,
Inc. ("Marketo") plans to file with the Securities and Exchange
Commission (the "SEC"), and furnish to its stockholders a proxy
statement in connection with the proposed merger with Milestone
Merger Sub, Inc., pursuant to which Marketo would be acquired by
entities affiliated with Vista Equity Partners (the "Merger"). The
proxy statement described above will contain important information
about the proposed merger and related matters. STOCKHOLDERS
AND SECURITY HOLDERS OF MARKETO ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT MARKETO
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT MARKETO AND THE
TRANSACTION. Investors and stockholders will be able to
obtain free copies of these documents and other documents filed
with the SEC by Marketo through the website maintained by the SEC
at www.sec.gov. In addition, investors and stockholders will be
able to obtain free copies of these documents from Marketo by
contacting Marketo's Investor Relations at (650) 727-6845, by
e-mail at ir@marketo.com, or by going to Marketo's Investor
Relations page on its website at investors.marketo.com and clicking
on the link titled "SEC Filings."
Participants in the Solicitation
The directors and
executive officers of Marketo may be deemed to be participants in
the solicitation of proxies from the stockholders of Marketo in
connection with the proposed Merger. Information regarding the
interests of these directors and executive officers in the
transaction described herein will be included in the proxy
statement described above. Additional information regarding
Marketo's directors and executive officers is also included in
Marketo's proxy statement for its 2016 Annual Meeting of
Stockholders, which was filed with the SEC on April 13, 2016. These documents are available
free of charge as described in the preceding paragraph.
Legal Notice Regarding Forward-Looking Statements
This
press release contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including, but
not limited to, statements regarding possible or assumed future
results of operations of Marketo, the expected completion and
timing of the Merger and other information relating to the Merger.
Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "expects," "intends," "forecasts,"
"should," "estimates," "contemplate," "future," "goal,"
"potential," "predict," "project," "projection," "may," "will,"
"could," "should," "would," "assuming" and other words or
expressions of similar meaning or import are intended to identify
forward-looking statements. You should, therefore, carefully read
and consider statements that contain these words or expressions, as
such forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those indicated in such forward-looking statements, including,
but not limited to, (i) the risk that the proposed Merger may not
be completed in a timely manner or at all, which may adversely
affect Marketo's business and the price of the common stock of
Marketo, (ii) the failure to satisfy all of the conditions
precedent to the consummation of the proposed Merger, including,
but not limited to, the required consent of the stockholders of
Marketo and the receipt of certain governmental or regulatory
approvals, (iii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the merger agreement, (iv) the effect of the announcement or
pendency of the transaction on Marketo's business relationships,
operating results and business generally, (v) risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
transaction, (vi) risks related to diverting management's attention
from Marketo's ongoing business operations, (vii) the outcome of
any legal proceedings that may be instituted against us related to
the merger agreement or the Merger, and (viii) such other risks and
uncertainties as identified in Marketo's Annual Report on Form 10-K
for the fiscal year ended December 31,
2015, and Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2016, each as
filed with the SEC, which contain and identify important factors
that could cause the actual results to differ materially from those
contained in the forward-looking statements. Marketo assumes
no obligation to update any forward-looking statement contained in
this press release.
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SOURCE Marketo, Inc.