Cloudera Inc. and Hortonworks Inc. jointly announced that they have entered into a definitive agreement under which the companies will combine in an all-stock merger of equals.
The merger establishes the industry standard for hybrid cloud data management, accelerating customer adoption, community development and partner engagement.
“Our businesses are highly complementary and strategic. By bringing together Hortonworks’ investments in end-to-end data management with Cloudera’s investments in data warehousing and machine learning, we will deliver the industry’s first enterprise data cloud from the Edge to AI. This vision will enable our companies to advance our shared commitment to customer success in their pursuit of digital transformation,” said Tom Reilly, CEO, Cloudera.
“This compelling merger will create value for our respective stockholders and allow customers, partners, employees and the open source community to benefit from the enhanced offerings, larger scale and improved cost competitiveness inherent in this combination,” said Rob Bearden, CEO, Hortonworks.
Rob Bearden, added, “Together, we are well positioned to continue growing and competing in the streaming and IoT, data management, data warehousing, machine learning/AI and hybrid cloud markets. Importantly, we will be able to offer a broader set of offerings that will enable our customers to capitalize on the value of their data.”
After merger, Cloudera’s Chief Executive Officer, Tom Reilly, will serve as Chief Executive Officer; Hortonworks’ Chief Operating Officer, Scott Davidson, will serve as Chief Operating Officer; Hortonworks’ Chief Product Officer, Arun C. Murthy, will serve as Chief Product Officer; and Cloudera’s Chief Financial Officer, Jim Frankola, will serve as Chief Financial Officer, of the combined company. Hortonworks’ Chief Executive Officer, Rob Bearden, will join the board of directors. Current Cloudera board member, Marty Cole, will become Chairman of the board of directors.
Under the terms of the transaction agreement, Cloudera stockholders will own approximately 60% of the equity of the combined company and Hortonworks stockholders will own approximately 40%. Hortonworks stockholders will receive 1.305 common shares of Cloudera for each share of Hortonworks stock owned, which is based on the 10-day average exchange ratio of the two companies’ prices through October 1, 2018. The companies have a combined fully-diluted equity value of $5.2 billion based on closing prices on October 2, 2018.
The board of directors of the newly-formed company will initially comprise nine directors. Four directors, including Mr. Bearden, will come from Hortonworks’ existing board of directors. Five directors, including Mr. Reilly, will come from Cloudera’s existing board of directors. A tenth director will be selected by the combined board.
A majority of the board of directors will be independent under New York Stock Exchange standards.
The transaction is subject to Cloudera and Hortonworks stockholder approval, U.S. antitrust clearance and other customary closing conditions. Directors and executive officers of Cloudera and Hortonworks, as well as affiliated entities, have each agreed to vote shares held by them in favor of the transaction. The companies expect to complete the transaction during the first quarter of calendar year 2019.
Morgan Stanley & Co. LLC is serving as financial advisor to Cloudera, and Fenwick & West LLP is serving as its legal advisor. Qatalyst Partners is serving as financial advisor to Hortonworks, and Latham & Watkins LLP is serving as its legal advisor.
To Read Our Daily News Updates, Please visit Inventiva or Subscribe Our Newsletter & Push.