Quarterly report pursuant to Section 13 or 15(d)

Subsequent Event

v3.22.2.2
Subsequent Event
9 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
Subsequent Event Subsequent Event
On October 26, 2022, the Company entered into a definitive agreement to be acquired by Thoma Bravo, a leading software investment firm, and Sunstone Partners for $7.50 per share, in an all-cash transaction valued at approximately $1.3 billion. The transaction, which was unanimously approved by the Company’s board of directors, is currently expected to close in the first half of 2023, subject to customary closing conditions, including approval by the Company’s stockholders and the receipt of required regulatory approvals. Upon completion of the transaction, the Company’s common stock will no longer be publicly listed and the Company will become a privately held company.
The agreement includes a “go-shop” period expiring at 11:59 p.m. Pacific time on December 10, 2022, which allows the Company’s board of directors and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties. The Company’s board of directors will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. There can be no assurance that this “go-shop” will result in a superior proposal, and the Company does not intend to disclose developments with respect to the solicitation process unless and until it determines such disclosure is appropriate or otherwise required.
Pursuant to the agreement, the Company may be required to pay a termination fee of up to approximately $33.9 million, if the agreement is terminated under certain circumstances, and may be entitled to receipt of a termination fee of approximately $67.8 million, if the agreement is terminated under certain circumstances.