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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Coupa Software Inc | NASDAQ:COUP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 80.97 | 79.00 | 80.20 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
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 under §240.14a-12 |
COUPA SOFTWARE INCORPORATED
(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 14a-6(i)(1) and 0-11 |
Employee Email Message from Robert Bernshteyn, Chief Executive Officer & Chairman
December 12, 2022
To: | Coupa Employees | |
From: | Robert Bernshteyn | |
Subject: | Our Next Chapter |
All,
I have some important news to share. At the completion of this weekends intense negotiations, we have decided to once again become a private company, backed by the team at Thoma Bravo.
This is a thoughtful and positive next step for our company and our community, setting us up to further accelerate our vision for the Business Spend Management category that were co-creating.
I ask you to please take a couple of minutes to watch this short VIDEO RECORDING where I share more.
Best,
Rob
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, Coupa will file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. INVESTORS AND SECURITYHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and
other documents that Coupa files with the SEC (when available) from the SECs website at www.sec.gov and Coupas website at investors.coupa.com. In addition, the proxy statement and other documents filed by Coupa with the SEC (when available) may be obtained from Coupa free of charge by directing a request to Coupas Investor Relations at ir@coupa.com.
Participants in the Solicitation
Coupa and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from Coupas stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Coupa in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise will be included in the proxy statement when it is filed with the SEC. You may also find additional information about Coupas directors and executive officers in Coupas proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2022. You can obtain a free copy of this document from Coupa using the contact information above.
Cautionary Note Regarding Forward-Looking Statement
This communication contains forward-looking statements which involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this communication, including statements regarding the proposed transaction, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as anticipate, believe, could, estimate, expect, intend, may, plan, potential, predict, project, should, will or would, or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this communication and information contained in this communication should not be relied upon as representing our estimates as of any subsequent date.
These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the impact of actions and behaviors of customers, vendors and competitors; technological developments, as well as legal and regulatory rules and processes affecting Coupas business; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into pursuant to the proposed transaction; the possibility that Coupa stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Coupas common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Coupa to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally.
Further information on factors that could cause actual results to differ materially from the results anticipated by Coupas forward-looking statements is included in the reports Coupa has filed or will file with the SEC, including Coupas Annual Report on Form 10-K for the fiscal year ended January 31, 2022, and Coupas Quarterly Report on Form 10-Q for the quarter ended October 31, 2022. These filings, when available, are available on the investor relations section of the Companys website at investors.coupa.com or on the SECs website at www.sec.gov.
Employee Video Statement by Robert Bernshteyn, Chief Executive Officer & Chairman
December 12, 2022
Coupas Next Chapter (Video transcript)
Hello. As I record this today, I have some really important news to share with all of you. Over this last weekend, Coupa entered into a definitive agreement to become a private company again, backed by Thoma Bravo valuing the company at $81 a share.
So what is the news today? Working with my fellow Board members, with our lead director and as chairman of the Board, we came together with a unanimous belief that this is a great time and a great opportunity for the company and the Business Spend Management community to once again become a private company.
I want you all to know that this was our choice. It was a very thoughtful decision given the macroeconomic environment and given everything thats going on in the world. This was driven by choice and by no way forced upon us. In fact, we were very much chosen as a best-in-class company amongst a whole host of private equity firms and others that were interested in Coupa.
Ultimately, we negotiated and reached agreement with one of the most prestigious private equity firms in the world. They were incredibly impressed with all of the innovation that were doing together, the community that were creating, and all of our colleagues around the world that they had a chance to learn about.
Now, as you know, were going to continue to be completely open and transparent and keep you up to date as things unfold in coming days, weeks, and months.
So, what does this mean for the company? First of all, this move should help us accelerate our Business Spend Management vision. Weve proudly cemented our position as a leader in an area where we want to continue to accelerate our leadership position. We also believe that this partnership with Thoma Bravo is going to be beneficial for us. It allows us to invest in our innovation to something that our customers care about.
More than anything, there are real potential synergies with Thoma Bravo. They should help us unlock greater value together, particularly in the areas of payments and the broader office of the CFO, as we just talked about this past Thursday.
We think itll help us with our agility because as a private company, we should have the benefit of more flexibility in our decision making on a daily, weekly, quarterly, and annual basis.
Itll also give us the opportunity to have a longer-term orientation, the freedom to pursue a broader vision, much like we had the opportunity to pursue when we were a private company. In the past, as you all know, weve been both a public and private company, and as I shared our last meeting just a few days ago, weve been successful in both structures.
Now we have new ownership, but we have the exact same core values. Now, I ask you to stay grounded in those core values as we work through this process and once again, become a private company.
Now what does this mean for you? Well, first of all, its business as usual. Tomorrow, I ask you to operate just as you operated last week and the week before. This is an execution business. Its a business thats about focusing on results and none of that changes. You should know their annual focal process around promotions, merit raises, and bonuses will continue, and well be working through that as we get through the holidays and as a company. I urge everyone to work closely to help us close out a really strong fiscal year.
Something to know we are still very much a public company. This deal is likely to be finalized in the first half of 2023. Something you should be aware of. This is important news, and this news could obviously raise anxiety. So let me just say theres much more information coming the days and weeks ahead of our end of year break. Once we share all of that and we wrap up the year, well look to pick things up back in 2023.
I ask you to be really proud of what weve created together, exceptional value, a huge developing community, an incredibly innovative product, and a set of colleagues that are grounded in a common set of values. Im truly excited about our next chapter together.
Thank you.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, Coupa will file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. INVESTORS AND SECURITYHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that Coupa files with the SEC (when available) from the SECs website at www.sec.gov and Coupas website at investors.coupa.com. In addition, the proxy statement and other documents filed by Coupa with the SEC (when available) may be obtained from Coupa free of charge by directing a request to Coupas Investor Relations at ir@coupa.com.
Participants in the Solicitation
Coupa and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from Coupas stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Coupa in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise will be included in the proxy statement when it is filed with the SEC. You may also find additional information about Coupas directors and executive officers in Coupas proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2022. You can obtain a free copy of this document from Coupa using the contact information above.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements which involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this communication, including statements regarding the proposed transaction, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as anticipate, believe, could, estimate, expect, intend, may, plan, potential, predict, project, should, will or would, or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this communication and information contained in this communication should not be relied upon as representing our estimates as of any subsequent date.
These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the impact of actions and behaviors of customers, vendors and competitors; technological developments, as well as legal and regulatory rules and processes affecting Coupas business; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into pursuant to the proposed transaction; the possibility that Coupa stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Coupas common stock; the risk of any unexpected costs or expenses
resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Coupa to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally.
Further information on factors that could cause actual results to differ materially from the results anticipated by Coupas forward-looking statements is included in the reports Coupa has filed or will file with the SEC, including Coupas Annual Report on Form 10-K for the fiscal year ended January 31, 2022, and Coupas Quarterly Report on Form 10-Q for the quarter ended October 31, 2022. These filings, when available, are available on the investor relations section of the Companys website at investors.coupa.com or on the SECs website at www.sec.gov.
Twitter Post by Coupa Software Incorporated
December 12, 2022
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, Coupa will file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. INVESTORS AND SECURITYHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that Coupa files with the SEC (when available) from the SECs website at www.sec.gov and Coupas website at investors.coupa.com. In addition, the proxy statement and other documents filed by Coupa with the SEC (when available) may be obtained from Coupa free of charge by directing a request to Coupas Investor Relations at ir@coupa.com.
Participants in the Solicitation
Coupa and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from Coupas stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Coupa in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise will be included in the proxy statement when it is filed with the SEC. You may also find additional information about Coupas directors and executive officers in Coupas proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2022. You can obtain a free copy of this document from Coupa using the contact information above.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements which involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this communication, including statements regarding the proposed transaction, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as anticipate, believe, could, estimate, expect, intend, may, plan, potential, predict, project, should, will or would, or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this communication and information contained in this communication should not be relied upon as representing our estimates as of any subsequent date.
These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the impact of actions and behaviors of customers, vendors and competitors; technological developments, as well as legal and regulatory rules and processes affecting Coupas business; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into pursuant to the proposed transaction; the possibility that Coupa stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Coupas common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Coupa to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally.
Further information on factors that could cause actual results to differ materially from the results anticipated by Coupas forward-looking statements is included in the reports Coupa has filed or will file with the SEC, including Coupas Annual Report on Form 10-K for the fiscal year ended January 31, 2022, and Coupas Quarterly Report on Form 10-Q for the quarter ended October 31, 2022. These filings, when available, are available on the investor relations section of the Companys website at investors.coupa.com or on the SECs website at www.sec.gov.
Coupa Employee FAQs
Whats the news?
| Coupa has entered into a definitive agreement to become a private company again, agreeing to be acquired by Thoma Bravo. |
| Thoma Bravo is one of the worlds most prestigious private equity firms and has been incredibly impressed with our innovation, community, and employees. |
| The Board of Directors was unanimous in the belief that this step is the best opportunity for our company, is in the best interest of our shareholders and our Business Spend Management community. |
| The decision came after a thoughtful and deliberative process to evaluate the best option for the company. |
What does this mean for Coupa?
| For more than a decade, weve been building an incredible BSM community and proudly built our position as the market-leading platform in our category. |
| This move will help us accelerate our vision to digitally transform the Office of the CFO. |
| Coupas been both a private and a public company, and had success in both structures. |
| While we will eventually have new ownership, Coupas values remain the same. Were grounded in who we are as a company. |
Why are we doing this? Why now?
| The Board determined that the certainty and expanded opportunity in this partnership provides Coupa the best path forward and is in the best interest of our shareholders. |
| As we enter Coupas next chapter, we believe Thoma Bravo is a great partner to help us advance our long-term Business Spend Management strategy. |
Who is Thoma Bravo? Why is Thoma Bravo acquiring Coupa?
| Thoma Bravo is a leading private equity investment firm building on a 40+ year history of providing capital and strategic support to experienced management teams and growing software and technology companies. |
| The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Thoma Bravo collaborates with its portfolio companies to implement operating best practices, drive growth initiatives and make acquisitions intended to accelerate revenue and earnings. |
| Importantly, Thoma Bravo recognizes Coupas world-class talent and the strong platform weve built, and shares our confidence in the significant opportunities ahead. |
What does this mean for me?
| For AllOfUs right now, its business as usual. |
| We operate tomorrow like we operated yesterday, focused on execution |
| The annual focal continues for promotions, merit raises, and bonuses. |
| Each of us needs to continue our work to close our fiscal year strong. |
What about my pay, benefits, and Coupa stock?
| Were a long way off from any decisions about potential changes to pay and benefits. |
| Were continuing our annual focal for promotions, merit raises, and bonuses. |
| The merger agreement states that shareholders will receive $81 per share. |
| This would include employees with vested shares and shares purchased through the ESPP. |
| More details will be forthcoming about unvested equity awards. |
When will things be finalized?
| This announcement is just a first step. |
| We expect the transaction to be finalized in the first half of 2023. |
| Until then, we remain a stand-alone, publicly traded company, and its business as usual. |
What do I do if Im contacted by the media, investors, or other third parties?
| Consistent with company policy, please direct any inquiries you receive from the media to Tom Gavin at tom.gavin@coupa.com, and any inquiries you receive from investors or analysts to Steven Horwitz at steven.horwitz@coupa.com. |
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, Coupa will file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, COUPAS STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that Coupa files with the SEC (when available) from the SECs website at www.sec.gov and Coupas website at investors.coupa.com. In addition, the proxy statement and other documents filed by Coupa with the SEC (when available) may be obtained from Coupa free of charge by directing a request to Coupas Investor Relations at ir@coupa.com.
Participants in the Solicitation
Coupa and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from Coupas stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Coupa in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise will be included in the proxy statement when it is filed with the SEC. You may also find additional information about Coupas directors and executive officers in Coupas proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2022. You can obtain a free copy of this document from Coupa using the contact information above.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements which involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this communication, including statements regarding the proposed transaction, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as anticipate, believe, could, estimate, expect, intend, may, plan, potential, predict, project, should, will or would, or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this communication and information contained in this communication should not be relied upon as representing our estimates as of any subsequent date.
These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the impact of actions and behaviors of customers, vendors and competitors; technological developments, as well as legal and regulatory rules and processes affecting Coupas business; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into pursuant to the proposed transaction; the possibility that Coupa stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Coupas common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Coupa to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally.
Further information on factors that could cause actual results to differ materially from the results anticipated by Coupas forward-looking statements is included in the reports Coupa has filed or will file with the SEC, including Coupas Annual Report on Form 10-K for the fiscal year ended January 31, 2022, and Coupas Quarterly Report on Form 10-Q for the quarter ended October 31, 2022. These filings, when available, are available on the investor relations section of the Companys website at investors.coupa.com or on the SECs website at www.sec.gov.
LinkedIn Post by Coupa Software Incorporated
December 12, 2022
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, Coupa will file with the SEC and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. INVESTORS AND SECURITYHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that Coupa files with the SEC (when available) from the SECs website at www.sec.gov and Coupas website at investors.coupa.com. In addition, the proxy statement and other documents filed by Coupa with the SEC (when available) may be obtained from Coupa free of charge by directing a request to Coupas Investor Relations at ir@coupa.com.
Participants in the Solicitation
Coupa and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from Coupas stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Coupa in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise will be included in the proxy statement when it is filed with the SEC. You may also find additional information about Coupas directors and executive officers in Coupas proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2022. You can obtain a free copy of this document from Coupa using the contact information above.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements which involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this communication, including statements regarding the proposed transaction, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as anticipate, believe, could, estimate, expect, intend, may, plan, potential, predict, project, should, will or would, or the negative of these words or other similar terms or expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this communication and information contained in this communication should not be relied upon as representing our estimates as of any subsequent date.
These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: the impact of actions and behaviors of customers, vendors and competitors; technological developments, as well as legal and regulatory rules and processes affecting Coupas business; the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into pursuant to the proposed transaction; the possibility that Coupa stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Coupas common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Coupa to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally.
Further information on factors that could cause actual results to differ materially from the results anticipated by Coupas forward-looking statements is included in the reports Coupa has filed or will file with the SEC, including Coupas Annual Report on Form 10-K for the fiscal year ended January 31, 2022, and Coupas Quarterly Report on Form 10-Q for the quarter ended October 31, 2022. These filings, when available, are available on the investor relations section of the Companys website at investors.coupa.com or on the SECs website at www.sec.gov.
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