Splunk Inc. (NASDAQ: SPLK), the cybersecurity and observability
leader, today announced the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR
Act”), in connection with the previously announced agreement for
Splunk to be acquired by Cisco (NASDAQ: CSCO) for $157 per share in
cash.
The expiration of the waiting period under the HSR Act occurred
at 11:59 p.m. Eastern Time on November 13, 2023. The completion of
the merger remains subject to the satisfaction of other closing
conditions specified in the merger agreement, including approval of
the merger under other applicable antitrust and foreign investment
laws and approval by Splunk stockholders. Splunk continues to
expect to complete the merger by the end of the third calendar
quarter of 2024.
About Splunk Inc.
Splunk Inc. (NASDAQ: SPLK) helps build a safer and more
resilient digital world. Organizations trust Splunk to prevent
security, infrastructure and application issues from becoming major
incidents, absorb shocks from digital disruptions, and accelerate
digital transformation.
Splunk, Splunk>, and Turn Data Into Doing are trademarks and
registered trademarks of Splunk Inc. in the United States and other
countries. All other brand names, product names, or trademarks
belong to their respective owners. © 2023 Splunk Inc. All rights
reserved.
Additional Information and Where to Find It
In connection with the proposed transaction and required
stockholder approval, Splunk filed with the SEC a definitive proxy
statement on October 30, 2023. The proxy statement has been mailed
to the stockholders of Splunk. This document is not a substitute
for the proxy statement or any other document which Splunk may file
with the SEC. Splunk’s stockholders are urged to carefully read
the proxy statement (including all amendments, supplements and any
documents incorporated by reference therein) and other relevant
materials filed or to be filed with the SEC and in their entirety
because they contain important information about the proposed
transaction and the parties to the transaction. Investors may
obtain free copies of these documents and other documents filed
with the SEC at its website at www.sec.gov. In addition, investors
may obtain free copies of the documents filed with the SEC by
Splunk by going to Splunk’s Investor Relations page on its
corporate website at https://investors.splunk.com or by contacting
Splunk Investor Relations at ir@splunk.com.
Participants in the Solicitation
Splunk and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from Splunk’s
stockholders with respect to the transaction. Information about
Splunk’s directors and executive officers, including their
ownership of Splunk securities, is set forth in the definitive
proxy statement related to the transaction, which was filed with
the SEC on October 30, 2023, proxy statement for Splunk’s 2023
Annual Meeting of Stockholders, which was filed with the SEC on May
9, 2023, Form 8-K filed with the SEC on September 21, 2023, and
Splunk’s other filings with the SEC. Investors may obtain more
detailed information regarding the direct and indirect interests of
Splunk and its respective executive officers and directors in the
transaction, which may be different than those of Splunk
stockholders generally, by reading the definitive proxy statement
regarding the transaction, which was filed with the SEC.
Splunk Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on Splunk’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
Splunk and Cisco, all of which are subject to change. In this
context, forward-looking statements often address expected future
business and financial performance and financial condition, and
often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,”
“might,” “potentially,” “estimate,” “continue,” “expect,” “target,”
similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or
outcomes. 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
proposed transaction or to make or take any filing or other action
required to consummate the transaction 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. Accordingly, there are or will be important factors
that could cause actual results to differ materially from those
indicated in such statements and, therefore, you should not place
undue reliance on any such statements and caution must be exercised
in relying on forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining shareholder and regulatory
approvals, 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 Splunk’s business and other
conditions to the completion of the transaction; (ii) the impact of
the COVID-19 pandemic on Splunk’s business and general economic
conditions; (iii) Splunk’s ability to implement its business
strategy; (iv) significant transaction costs associated with the
proposed transaction; (v) potential litigation relating to the
proposed transaction; (vi) the risk that disruptions from the
proposed transaction will harm Splunk’s business, including current
plans and operations; (vii) the ability of Splunk to retain and
hire key personnel; (viii) potential adverse reactions or changes
to business relationships resulting from the announcement or
completion of the proposed transaction; (ix) legislative,
regulatory and economic developments affecting Splunk’s business;
(x) general economic and market developments and conditions; (xi)
the evolving legal, regulatory and tax regimes under which Splunk
operates; (xii) potential business uncertainty, including changes
to existing business relationships, during the pendency of the
merger that could affect Splunk’s financial performance; (xiii)
restrictions during the pendency of the proposed transaction that
may impact Splunk’s ability to pursue certain business
opportunities or strategic transactions; and (xiv) unpredictability
and severity of catastrophic events, including, but not limited to,
acts of terrorism or outbreak of war or hostilities, as well as
Splunk’s response to any of the aforementioned factors. These
risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the definitive proxy
statement filed with the U.S. Securities and Exchange Commission on
October 30, 2023 in connection with the proposed transaction. While
the list of factors presented here is, and the list of factors
presented in the proxy statement is, considered representative, no
such list should 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. Consequences of material differences in results
as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on Splunk’s financial condition, results of
operations, or liquidity. Splunk does not assume any obligation to
publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231114034182/en/
Media Contact Mara Mort Splunk Inc. press@splunk.com
Investor Contact Investor Relations Splunk Inc.
ir@splunk.com
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