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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 16, 2022
To: | Coupa Employees |
From: Robert Bernshteyn
Subject:Opening the First Few Pages of our Next Chapter
All: Since we announced our go-private news, theres been no shortage of interest from our BSM Community. Im excited to report that were witnessing a positive spirit emerging. This week, weve connected with customers, prospects, and partners. We engaged around how this next chapter could serve to accelerate our vision for Business Spend Management. Collectively theyve seen us transform thousands of businesses globally; now theyre inclined to trust us to continue navigating a better future together.
In my personal dialogue with our Coupa colleagues around the world, Ive heard a host of questions and witnessed some anxiety about the unknown. That is of course understandable. Please know that well continue to answer questions and keep everyone informed.
In almost every conversation, Ive been asked about my views on Thoma Bravo and our pending partnership. Its clear to me that Thoma Bravo recognizes and appreciates our talent, platform, values, culture, brand, and potential. They are a growth-oriented private equity firm, and their entire purpose is to invest in, and partner with, great technology companies to do even greater things. Thats exactly Coupa: were a great technology company ready to do even greater things.
As we navigate our future, I look forward to us working together to unlock our full potential in this next chapter. This means bringing a beginners mind to our marketplace, innovating on the big challenges facing our industry, and breaking through any obstacles in our way.
As we close our 2022, I thank you for an incredible year. Ive loved hearing about the holiday celebrations and community connections with our teams around the world in just these past few weeks. During our break, lets continue showing our unwavering commitment to our customers ongoing success. Going forward, I cant wait to see what we accomplish together. My warmest wishes to you and your loved ones this holiday season.
My 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 SECURITY HOLDERS 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 in connection with 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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