Zuora Inc. Files Definitive Additional Proxy Materials

TL;DR

Zuora filed more proxy docs, no fee. Standard stuff.

AI Summary

Zuora, Inc. filed a Definitive Additional Materials (DEFA14A) on December 31, 2024, related to communications made after furnishing security holders with a definitive proxy statement and a transaction statement on Schedule 13E-3. This filing pertains to the company's proxy materials and does not involve a fee, as indicated by the 'No fee required' checkbox.

Why It Matters

This filing indicates that Zuora, Inc. is providing supplementary information to its shareholders regarding proxy matters, following the initial distribution of official proxy statements.

Risk Assessment

Risk Level: low — This filing is a routine administrative document related to proxy statements and does not appear to contain new material information that would inherently increase risk.

Key Players & Entities

• ZUORA INC (company) — Registrant
• 101 REDWOOD SHORES PARKWAY (company) — Business Address
• REDWOOD CITY (company) — Business Address City
• CA (company) — Business Address State
• 94065 (company) — Business Address Zip
• 888-976-9056 (company) — Business Phone

FAQ

Key Financial Figures

• $10.00 — ompelling Cash Premium Upon Closing The $10.00 per share cash offer provides you with

Filing Documents

• d911793ddefa14a.htm (DEFA14A) — 21KB
• g911793g05a85.jpg (GRAPHIC) — 432KB
• g911793g06a95.jpg (GRAPHIC) — 447KB
• 0001193125-24-287191.txt ( ) — 1231KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Zuora, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. This Schedule 14A relates solely to communications made after furnishing security holders of Zuora, Inc. (the Company ) with a definitive proxy statement and a transaction statement on Schedule 13E-3 related to a proposed transaction in which Zodiac Acquisition Sub, Inc. ( Merger Sub ), a wholly owned subsidiary of Zodiac Purchaser, L.L.C. ( Parent ), will be merged with and into the Company, with the Company being the surviving corporation (the Proposed Transaction ), upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated October 17, 2024, by and among the Company, Parent and Merger Sub. Parent and Merger Sub are indirectly controlled by private investment funds affiliated with Silver Lake Group, L.L.C. The following is a letter that the Company distributed to shareholders along with the definitive proxy statement. IMPORTANT ALERT FOR ZUORA SHAREHOLDERS! On February 13, 2025, Zuora will hold a special meeting of stockholders to consider the proposed acquisition by Silver Lake in partnership with an affiliate of GIC Pte. Ltd., as described more fully in the accompanying Proxy Statement. YOUR VOTE IS IMPORTANTAND VOTING IS EASY! Please take a moment of your time to vote TODAY by Internet, phone or by signing, dating and returning the enclosed proxy card. NOTE: If you received your proxy materials by email, you may simply press the VOTE NOW button in the accompanying email. If you have questions or need help in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 750-2689 (from the U.S. and Canada) or +1 (412) 232-3651 (from other countries). The Zuora Board of Directors Unanimously Recommends That You Vote FOR Adoption of the Merger Agreement The Board believes the proposed transaction with Silver Lake and GIC maximizes the value of your investment for a number of reasons, including that it: Represents the Culmination of a Comprehensive 7-Month Strategic Review Overseen by a Special Committee of Independent Directors The Special Committee was formed in March 2024 with the authority to evaluate strategic alternatives and was expanded in April to include a director appointed in cooperation with one of Zuoras largest shareholders. The Special Committee evaluated Zuoras standalone plan, while also considering transactional alternatives. In total, the Special Committee engaged in discussions with 33 potentially interested financial sponsors and strategic parties regarding a transaction, including as a result of proactive outreach and inbound interest following public rumors of a potential sale. Following extensive diligence and discussions with multiple highly-engaged interested parties, the only fully-financed final proposal submitted was from Silver Lake and GIC. Provides You with Certainty of Value While Removing Any Execution Risk Despite implementing significant cost and go-to-market initiatives both prior to and during the strategic review process, challenging business dynamics have continued to affect Zuoras standalone prospects. The Special Committee considered that initiatives to address these headwinds would require continued investment over multiple years to bear results and there was a significant risk that they might not be successful. The Special Committee evaluated the proposed transaction with Silver Lake and GIC against this risk and, acting upon the unanimous recommendation of the Special Committee, the Board unanimously determined that the transaction provided superior value for shareholders relative to the risk-adjusted standalone alternative. Provides You With an Immediate, Compelling Cash Premium Upon Closing The $10.00 per share cash offer provides you with certain, immediate value and cash liquidity, representing an 18% premium to the Companys unaffected closing stock price1 and a premium of approximately 15% over the volume weighted average trading price during the 60-day period preceding the transaction announcement. Your Board of Directors unanimously recommends that you vote FORAdoption of The Merger Agreement. Your vote is very important, since failure to vote will have the same

View Full Filing

View this DEFA14A filing on SEC EDGAR