Avalara Shareholders Approve Transaction with Vista Equity Partners
15 10월 2022 - 5:15AM
Business Wire
Avalara, Inc. (NYSE: AVLR), a leading provider of tax compliance
automation for businesses of all sizes, today announced that its
shareholders voted to approve the pending transaction with Vista
Equity Partners (“Vista”) at the Company’s Special Meeting of
Shareholders (the “Special Meeting”) held today.
Approximately 80% of outstanding shares were represented at the
meeting with 84% of those shares voting in favor of the proposed
merger resulting in 66% of total outstanding shares in favor of the
merger. Avalara will file the final vote results, as certified by
the independent Inspector of Election, on a Form 8-K with the U.S.
Securities and Exchange Commission.
Under the terms of the transaction, Vista will acquire all
outstanding shares of Avalara common stock for $93.50 per share in
cash. The transaction is expected to close on October 19, 2022,
subject to the satisfaction of all closing conditions. Upon
completion of the transaction, Avalara’s shares will no longer
trade on the New York Stock Exchange, and Avalara will become a
private company. The Company will continue to operate under the
Avalara name and brand.
About Avalara
Avalara helps businesses of all sizes get tax compliance right.
In partnership with leading ERP, accounting, ecommerce, and other
financial management system providers, Avalara delivers cloud-based
compliance solutions for various transaction taxes, including sales
and use, VAT, GST, excise, communications, lodging, and other
indirect tax types. Headquartered in Seattle, Avalara has offices
across the U.S. and around the world in Brazil, Europe, and India.
More information at avalara.com.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this communication may
constitute 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. These statements include, but are not limited
to, statements regarding Avalara’s expectations regarding the
proposed transaction with affiliates of Vista Equity Partners and
the future performance and financial results of Avalara’s business
and other non-historical statements. All statements, other than
statements of historical fact, are statements that could be deemed
forward-looking statements, including statements containing the
words “predicts,” “plans,” “expects,” “anticipates,” “believes,”
“goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,”
“see,” “seek,” “forecast,” and similar words. Avalara cautions
readers of this communication that such “forward looking
statements”, wherever they occur in this communication or in other
statements attributable to Avalara, are necessarily estimates
reflecting the judgment of Avalara’s senior management and are
based on Avalara’s current plans and expectations and involve risks
and uncertainties which are, in many instances, beyond Avalara’s
control, and which could cause actual results to differ materially
from those included in or contemplated or implied by the
forward-looking statements. Such risks and uncertainties include,
among others: (i) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; (ii) the failure to obtain approval of the proposed
transaction by Avalara shareholders; (iii) the failure to obtain
required regulatory approval to the completion of the proposed
transaction or the failure to satisfy any of the other conditions
to the completion of the proposed transaction, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the proposed merger; (iv) the risk that the
proposed merger will not be consummated in a timely manner,
including if the debt and equity financing for the proposed
transaction is not funded in accordance with their respective
terms; (v) the effect of the announcement of the proposed
transaction on the ability of Avalara to retain and hire key
personnel and maintain relationships with its key business partners
and customers, and others with whom it does business, or on its
operating results and businesses generally; (vi) the response of
competitors to the proposed transaction; (vii) risks associated
with the disruption of management’s attention from ongoing business
operations due to the proposed transaction; (viii) the ability to
meet expectations regarding the timing and completion of the
proposed transaction; (ix) significant costs associated with the
proposed transaction; (x) potential litigation relating to the
proposed transaction; and (xi) restrictions during the pendency of
the proposed transaction that may impact Avalara’s ability to
pursue certain business opportunities. Additional factors that
could cause Avalara’s actual outcomes or results to differ
materially from those described in the forward-looking statements
can be found in the “Risk Factors” sections of Avalara’s Annual
Report on Form 10-K for the period ended December 31, 2021,
Quarterly Report on Form 10-Q for the period ended March 31, 2022
and Quarterly Report on Form 10-Q for the period ended on June 30,
2022, as such factors may be further updated from time to time in
Avalara’s other filings with the SEC. These reports are or will be
accessible on the SEC’s website at www.sec.gov. These factors
should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included
in this press release and in Avalara’s filings with the SEC. As a
result of such risks, uncertainties and factors, Avalara’s actual
results may differ materially from any future results, performance
or achievements discussed in or implied by the forward-looking
statements contained herein. Avalara is providing the information
in this communication as of this date and assumes no obligations to
update the information included in this communication or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20221014005410/en/
For investor inquiries, contact: Jennifer Gianola
jennifer.gianola@avalara.com 650-499-9837 For media inquiries,
contact: Jesse Hamlin media@avalara.com 518-281-0631
Avalara (NYSE:AVLR)
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