Dear Valued Customer,
Ten years ago, we embarked on a journey to create a great company – one that is a true thought leader and innovator, with a mission to enable organizations to improve the way they market to and engage with their customers. Any way you look at it, we have been wildly successful realizing this vision, and your passion and support of Marketo have helped to make this success possible.
Today, we embark on the next leg of our journey, as we come to an important milestone for Marketo. This morning we announced that Marketo has agreed to be acquired for approximately $1.79 billion in cash ($35.25 per share) by Vista Equity Partners (marketo.com/DArelease), a leading private equity firm focused on software and technology-enabled businesses. Vista like Marketo is a bold innovator. They have pioneered a unique new investment and operating model for high-growth SaaS companies with best-in-class software products and referenceable customers. Since Marketo has always been about growth, this lines up perfectly with our vision.
So what does this mean for you, and for Marketo?
Our continued independence will allow Marketo to direct all of our energy to what we have done for so long: set the agenda for product innovation and thought leadership for the entire digital marketing industry, and to make you and the rest of the Marketing Nation successful. We remain committed to delivering on our strategic product roadmap and current and future customer commitments. Our partnership with you and your success is our priority.
There will be many more steps in the process of completing the transaction. The exact timing and details of the process are not yet known, but are expected to be complete in Q3 2016. The Marketo team will continue to share information as it becomes available. For more information, you can read an FAQ (marketo.com/DAfaq).
These are exciting times and we look forward to partnering on this next chapter of growth and success!
Thanks for your passion and support.
Chairman & CEO
Additional Information and Where to Find It
Marketo, Inc. (“Marketo”) plans to file with the Securities and Exchange Commission (the “SEC”), and furnish to its stockholders a proxy statement in connection with the proposed merger with Milestone Merger Sub, Inc., pursuant to which Marketo would be acquired by entities affiliated with Vista Equity Partners (the “Merger”). The proxy statement described above will contain important information about the proposed merger and related matters. STOCKHOLDERS AND SECURITY HOLDERS OF MARKETO ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT MARKETO WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MARKETO AND THE TRANSACTION. Investors and stockholders will be able to obtain free copies of these documents and other documents filed with the SEC by Marketo through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of these documents from Marketo by contacting Marketo’s Investor Relations at (650) 727-6845, by e-mail at firstname.lastname@example.org, or by going to Marketo’s Investor Relations page on its website at investors.marketo.com and clicking on the link titled “SEC Filings.”
Participants in the Solicitation
The directors and executive officers of Marketo may be deemed to be participants in the solicitation of proxies from the stockholders of Marketo in connection with the proposed Merger. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information regarding Marketo’s directors and executive officers is also included in Marketo’s proxy statement for its 2016 Annual Meeting of Stockholders, which was filed with the SEC on April 13, 2016. These documents are available free of charge as described in the preceding paragraph.
Legal Notice Regarding Forward-Looking Statements
This letter contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding possible or assumed future results of operations of Marketo, the expected completion and timing of the Merger and other information relating to the Merger. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and other words or expressions of similar meaning or import are intended to identify forward-looking statements. You should, therefore, carefully read and consider statements that contain these words or expressions, as such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect Marketo’s business and the price of the common stock of Marketo, (ii) the failure to satisfy all of the conditions precedent to the consummation of the proposed Merger, including, but not limited to, the required consent of the stockholders of Marketo and the receipt of certain governmental or regulatory approvals, (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the transaction on Marketo’s business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction, (vi) risks related to diverting management’s attention from Marketo’s ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the Merger, and (viii) such other risks and uncertainties as identified in Marketo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, each as filed with the SEC, which contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. Marketo assumes no obligation to update any forward-looking statement contained in this letter.