New Relic (NYSE: NEWR), the all-in-one observability platform
for every engineer, announced that its stockholders have voted to
approve the acquisition of New Relic by Francisco Partners and TPG
in a special meeting held yesterday. As previously announced, under
the terms of the merger agreement, New Relic stockholders will
receive $87.00 per share in cash for each share of New Relic common
stock that they own.
More than 99% of votes cast at the meeting were voted in favor
of the transaction. New Relic 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.
The transaction is expected to close on or around November 8,
2023, subject to customary closing conditions. Upon completion of
the transaction, New Relic common stock will no longer be listed on
any public market.
Advisors
Qatalyst Partners is serving as financial advisor to New Relic,
and Latham & Watkins LLP is acting as legal counsel.
Morgan Stanley & Co. LLC is acting as lead financial advisor
to Francisco Partners and TPG. Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC, and Moelis & Company are also advising
the firms. Davis Polk & Wardwell LLP, Paul Hastings LLP, and
Kirkland & Ellis LLP are acting as legal counsel to Francisco
Partners and TPG.
Freshfields Bruckhaus Deringer US LLP is acting as legal counsel
to Lew Cirne, Founder and Chairman of the New Relic Board
(non-executive).
About New Relic
As a leader in observability, New Relic empowers engineers with
a data-driven approach to planning, building, deploying, and
running great software. New Relic delivers the only unified data
platform that empowers engineers to get all telemetry—metrics,
events, logs, and traces—paired with powerful full stack analysis
tools to help engineers do their best work with data, not opinions.
Delivered through the industry’s first usage-based consumption
pricing that’s intuitive and predictable, New Relic gives engineers
more value for the money by helping improve planning cycle times,
change failure rates, release frequency, and mean time to
resolution. This helps the world’s leading brands including adidas
Runtastic, American Red Cross, Australia Post, Banco Inter, Chegg,
GoTo Group, Ryanair, Sainsbury’s, Signify Health, Topgolf, and
World Fuel Services (WFS) improve uptime, reliability, and
operational efficiency to deliver exceptional customer experiences
that fuel innovation and growth. www.newrelic.com.
About Francisco Partners
Francisco Partners is a leading global investment firm that
specializes in partnering with technology and technology-enabled
businesses. Since its launch over 20 years ago, Francisco Partners
has invested in more than 400 technology companies, making it one
of the most active and longstanding investors in the technology
industry. With approximately $45 billion in capital raised to date,
the firm invests in opportunities where its deep sectoral knowledge
and operational expertise can help companies realize their full
potential. For more information on Francisco Partners, please visit
www.franciscopartners.com.
About TPG
TPG (NASDAQ: TPG) is a leading global alternative asset
management firm, founded in San Francisco in 1992, with $139
billion of assets under management and investment and operational
teams around the world. TPG invests across five multi-strategy
platforms: Capital, Growth, Impact, Real Estate, and Market
Solutions and our unique strategy is driven by collaboration,
innovation, and inclusion. Our teams combine deep product and
sector experience with broad capabilities and expertise to develop
differentiated insights and add value for our fund investors,
portfolio companies, management teams, and communities. For more
information, visit www.tpg.com.
Forward-Looking Statements
Statements in this communication contain “forward-looking
statements” within the meaning of federal securities laws,
including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act. These forward-looking
statements are based on the Company’s current expectations,
estimates and projections about the expected date of closing of the
proposed transaction and the potential benefits thereof, its
business and industry, management’s beliefs and certain assumptions
made by the Company, FP and TPG, all of which are subject to
change. Such statements generally include words such as “may,”
“will,” “should,” “would,” “might,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,”
or “continue” or the negative of these words or other similar terms
or expressions that concern our expectations, estimates and
projections. All forward-looking statements by their nature address
matters that involve risks and uncertainties, many of which are
beyond our control, and are not guarantees of future results, such
as statements about the consummation of the proposed transaction
and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the
Merger or to make or take any filing or other action required to
consummate the Merger on a timely matter or at all, are not
guarantees of future results and are subject to risks,
uncertainties, and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference
include, but are not limited to: (i) the completion of the Merger
on anticipated terms and timing, anticipated tax treatment,
unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and
management strategies for the management, expansion and growth of
the Company’s business and other conditions to the completion of
the Merger; (ii) conditions to the closing of the Merger may not be
satisfied; (iii) the Merger may involve unexpected costs,
liabilities or delays; (iv) the outcome of any legal proceedings
related to the Merger; (v) the failure by Parent to obtain the
necessary debt financing arrangements set forth in the commitment
letters received in connection with the Merger; (vi) the Company’s
ability to implement its business strategy; (vii) significant
transaction costs associated with the Merger; (viii) potential
litigation relating to the Merger; (ix) the risk that disruptions
from the Merger will harm the Company’s business, including current
plans and operations; (x) the ability of the Company to retain and
hire key personnel; (xi) potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the Merger; (xii) legislative, regulatory and
economic developments affecting the Company’s business; (xiii)
general economic and market developments and conditions; (xiv) the
evolving legal, regulatory and tax regimes under which the Company
operates; (xv) potential business uncertainty, including changes to
existing business relationships, during the pendency of the Merger
that could affect the Company’s financial performance; (xvi)
restrictions during the pendency of the Merger that may impact the
Company’s ability to pursue certain business opportunities or
strategic transactions; (xvii) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as the
Company’s response to any of the aforementioned factors; and
(xviii) such other risks and uncertainties described more fully in
documents filed with or furnished to the SEC by the Company,
including its Annual Report on Form 10-K previously filed with the
SEC on May 23, 2023 and its Quarterly Report on Form 10-Q
previously filed with the SEC on October 27, 2023. While the list
of factors presented here is considered representative, such list
should not be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events. We have
based the forward-looking statements contained in this
communication primarily on our current expectations and projections
about future events and trends that we believe may affect our
business, financial condition, operating results, and prospects.
Moreover, we operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time,
and it is not possible for us to predict all risks and
uncertainties that could have an impact on the forward-looking
statements contained in this communication. We cannot assure you
that the results, events, and circumstances reflected in the
forward-looking statements will be achieved or occur, and actual
results, events, or circumstances could differ materially from
those described in the forward-looking statements. The
forward-looking statements made in this communication relate only
to events as of the date on which the statements are made. We
undertake no obligation to update any forward-looking statements
made in this communication to reflect events or circumstances after
the date of this communication or to reflect new information or the
occurrence of unanticipated events, except as required by law. We
may not actually achieve the plans, intentions, or expectations
disclosed in our forward-looking statements and you should not
place undue reliance on our forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20231101891546/en/
New Relic Media Contact Kerry Baker New Relic,
Inc. PR@newrelic.com
Investor Contact Ingo Friedrichowitz New Relic, Inc.
IR@newrelic.com
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