The acquisition is expected to conclude in the second half of 2021, subject to the approval of Cloudera shareholders, antitrust approval and other customary closing conditions, Cloudera said Tuesday.
Jeff Hawn, operating partner at CD&R, will assume the role of chairman of Cloudera upon the deal’s closing. He previously held chairman and CEO roles at Quest Software, Attachmate and Vertafore.
Cloudera stockholders will get $16 per share in cash under the transaction, which was unanimously approved by the company’s board of directors. Icahn Group-related entities that own approximately 18 percent of the outstanding shares of Cloudera common stock have signed an agreement to vote their shares of the enterprise data cloud company’s common stock in favor of the deal.
“This transaction provides substantial and certain value to our shareholders while also accelerating Cloudera’s long-term path to hybrid cloud leadership for analytics that span the complete data lifecycle – from the Edge to AI,” said Cloudera CEO Rob Bearden.
“We believe that as a private company with the expertise and support of experienced investors such as CD&R and KKR, Cloudera will have the resources and flexibility to drive product-led growth and expand our addressable market opportunity,” added Bearden.
The transaction includes a term that allows Cloudera’s board and its advisers to consider or solicit alternative buyout offers from third parties for a 30-day period and negotiate a new agreement for an additional 10 days. The one-month “go-shop” period will expire on July 1.
Morgan Stanley & Co. and Latham & Watkins respectively serve as financial and legal advisers to Cloudera in the transaction.
GCA Advisors, BofA Securities, William Blair & Co., Perella Weinberg Partners, Cowen and J.P. Morgan act as financial advisers to CD&R and KKR. Kirkland & Ellis and Debevoise & Plimpton advise the private equity firms on the deal’s legal aspect.
J.P. Morgan, Bank of America and KKR Capital Markets have committed to offering debt financing for the acquisition.