Cloudera to be acquired, turned private by CD&R, KKR in $5.3 billion deal

Clayton, Dubilier & Rice (CD&R) and KKR are the buyers, in an all-cash transaction.

Cloudera has agreed to be acquired by Clayton, Dubilier & Rice (CD&R) and KKR in a deal worth $5.3 billion. 

Announced on Tuesday, the enterprise data cloud management firm said that the purchase, an all-cash transaction, will see existing shareholders receive $16 per share. 

This amount is said to represent a premium of 24% on the closing price as of May 28, and a 30% premium on the 30-day average share price. 

Cloudera's board has approved and recommends that shareholders also approve the transaction. Icahn Group and related shareholders, which hold roughly 18% of outstanding shares of Cloudera common stock, have entered into a voting agreement approving the deal. 

Under the terms of the merger agreement, Cloudera will become a private company. 

"This transaction provides substantial and certain value to our shareholders while also accelerating Cloudera's long-term path to hybrid cloud leadership for analytics that span the complete data lifecycle -- from the Edge to AI," commented Rob Bearden, CEO of Cloudera. "We believe that as a private company with the expertise and support of experienced investors such as CD&R and KKR, Cloudera will have the resources and flexibility to drive product-led growth and expand our addressable market opportunity."

KKR, a global investment firm, is making the purchase through North American private equity funds. 

The deal is expected to close in the second half of 2021, subject to regulatory closing conditions, including the approval of both Cloudera shareholders and antitrust regulators. 

A 30-day "go-shop" agreement is also in place that allows the board and advisors to solicit other acquisition proposals. The companies say that if a "superior" proposal is agreed upon, the merger agreement can be terminated by the board. 

On the same day, Cloudera announced the purchase of Datacoral and Cazena in two separate deals. Cloudera says that purchasing the Software-as-a-Service (SaaS) companies will improve its public cloud and data management offerings. 

Cloudera reported revenues of $224.3 million in fiscal Q1 2022, ending April 30, 2021, an increase of 7% year-over-year. Subscription revenue was reported as $200.7 million, and annualized recurring revenue grew 12% year-over-year. Operating cash flow was $162.2 million.

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