DEFM14A 1 d212251ddefm14a.htm DEFM14A DEFM14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                            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))
x   Definitive Proxy Statement
¨   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

QLIK TECHNOLOGIES INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

¨   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of transaction:

 

     

  (5)  

Total fee paid:

 

     

x   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 


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Qlik Technologies Inc.

150 N. Radnor Chester Road, Suite E220

Radnor, Pennsylvania 19087

July 6, 2016

To the Stockholders of Qlik Technologies Inc.:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Qlik Technologies Inc., a Delaware corporation (“Qlik”, the “Company”, “we”, “us”, or “our”) to be held on August 17, 2016, at 9:00 a.m., Eastern time, at the offices of Ballard Spahr LLP, 1735 Market Street, 48th Floor, Philadelphia, PA 19103.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated June 2, 2016, by and among Qlik, Project Alpha Holding, LLC, a Delaware limited liability company (“Parent”), and Project Alpha Merger Corp., a Delaware corporation (“Merger Sub”). Parent and Merger Sub were formed by an affiliate of the private equity investment firm Thoma Bravo, LLC (“Thoma Bravo”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Qlik (the “Merger”), and Qlik will become a wholly owned subsidiary of Parent. At the Special Meeting, you will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

If the Merger is completed, you will be entitled to receive $30.50 in cash, without interest, for each share of common stock that you own (unless you have properly exercised your appraisal rights), which represents a premium of: (1) approximately 40% to the unaffected ten (10)-day average stock price of Qlik’s common stock prior to March 3, 2016, the last trading day prior to the date that affiliates of Elliott Management Corp. (such affiliates, “Elliott”) announced that they had accumulated a significant minority interest in Qlik’s shares; and (2) approximately 5% to the closing price of Qlik’s common stock on June 1, 2016, the last trading day prior to the date on which Qlik entered into the Merger Agreement.

The Board of Directors of Qlik (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Qlik and its stockholders; (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; and (3) declared that the terms of the Merger Agreement are fair to Qlik and its stockholders. The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.


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If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Qlik common stock.

If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

Stockholders May Call Toll-Free: (866) 406-2290

Banks & Brokers May Call Collect: (212) 269-5550

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

 

Sincerely,

/s/ Bruce Golden

Bruce Golden

Chairman of the Board of Directors

 

 

The accompanying proxy statement is dated July 6, 2016 and, together with the enclosed form of proxy card, is first being mailed on or about July 11, 2016.


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Qlik Technologies Inc.

150 N. Radnor Chester Road, Suite E220

Radnor, Pennsylvania 19087

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 17, 2016

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Qlik Technologies Inc., a Delaware corporation (“Qlik”, the “Company”, “we”, “us”, or “our”), will be held on August 17, 2016, at 9:00 a.m., Eastern time, at the offices of Ballard Spahr LLP, 1735 Market Street, 48th Floor, Philadelphia, PA 19103, for the following purposes:

1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated June 2, 2016, by and among Qlik, Project Alpha Holding, LLC, a Delaware limited liability company (“Parent”), and Project Alpha Merger Corp., a Delaware corporation (“Merger Sub”). Parent and Merger Sub were formed by affiliates of the private equity investment firm Thoma Bravo, LLC (“Thoma Bravo”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Qlik (the “Merger”), and Qlik will become a wholly owned subsidiary of Parent;

2. To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting;

3. To consider and vote on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger; and

4. To transact any other business that may properly come before the Special Meeting or any adjournment, postponement or other delay of the Special Meeting.

Only stockholders of record as of the close of business on July 6, 2016 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

 

By the Order of the Board of Directors,

/s/ Deborah C. Lofton

Deborah C. Lofton

Vice President, General Counsel & Secretary

Dated: July 6, 2016


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YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other two proposals.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

Stockholders May Call Toll-Free: (866) 406-2290

Banks & Brokers May Call Collect: (212) 269-5550


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TABLE OF CONTENTS

 

     Page  

SUMMARY

     1   

Parties Involved in the Merger

     1   

The Merger

     2   

Treatment of Restricted Stock, Options, Restricted Stock Units and Stock Appreciation Rights

     2   

Financing of the Merger

     3   

Conditions to the Closing of the Merger

     4   

Regulatory Approvals Required for the Merger

     4   

Recommendation of the Board of Directors

     4   

Opinion of Qlik’s Financial Advisor

     5   

Interests of Qlik’s Directors and Executive Officers in the Merger

     5   

Appraisal Rights

     6   

U.S. Federal Income Tax Consequences of the Merger

     7   

Legal Proceedings Regarding the Merger

     7   

Alternative Proposals

     7   

Adverse Recommendation Change

     8   

Termination of the Merger Agreement

     8   

Termination Fees and Expense Reimbursement

     9   

Effect on Qlik if the Merger is Not Completed

     10   

The Special Meeting

     10   

QUESTIONS AND ANSWERS

     12   

FORWARD-LOOKING STATEMENTS

     20   

THE SPECIAL MEETING

     22   

Date, Time and Place

     22   

Purpose of the Special Meeting

     22   

Record Date; Shares Entitled to Vote; Quorum

     22   

Vote Required; Abstentions and Broker Non-Votes

     22   

Shares Held by Qlik’s Directors and Executive Officers

     23   

Voting of Proxies

     23   

Revocability of Proxies

     24   

Board of Directors’ Recommendation

     24   

Solicitation of Proxies

     24   

Anticipated Date of Completion of the Merger

     25   

Appraisal Rights

     25   

Other Matters

     25   

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on August 17, 2016

     25   

Householding of Special Meeting Materials

     25   

Questions and Additional Information

     26   

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

     27   

PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING

     28   

PROPOSAL 3: ADVISORY, NON-BINDING VOTE ON MERGER-RELATED

     29   

THE MERGER

     30   

Parties Involved in the Merger

     30   

Effect of the Merger

     30   

Effect on Qlik if the Merger is Not Completed

     31   

Merger Consideration

     31   

Background of the Merger

     32   

Recommendation of the Board of Directors and Reasons for the Merger

     44   

Opinion of Qlik’s Financial Advisor

     48   

 

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     Page  

Certain Financial Projections

     57   

Interests of Qlik’s Directors and Executive Officers in the Merger

     63   

Financing of the Merger

     69   

Limited Guaranty

     71   

Closing and Effective Time

     71   

Appraisal Rights

     72   

Accounting Treatment

     76   

U.S. Federal Income Tax Consequences of the Merger

     76   

Regulatory Approvals Required for the Merger

     79   

Legal Proceedings Regarding the Merger

     80   

THE MERGER AGREEMENT

     81   

Explanatory Note Regarding the Merger Agreement

     81   

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

     81   

Closing and Effective Time

     82   

Marketing Period

     82   

Merger Consideration

     82   

Exchange and Payment Procedures

     83   

Representations and Warranties

     84   

Conduct of Business Pending the Merger

     87   

Alternative Proposals

     90   

The Board of Directors’ Recommendation; Adverse Recommendation Change

     91   

Employee Benefits

     93   

Financing Efforts

     93   

Repatriation of Cash

     98   

Efforts to Close the Merger

     98   

Indemnification and Insurance

     99   

Other Covenants

     100   

Conditions to the Closing of the Merger

     100   

Termination of the Merger Agreement

     101   

Termination Fees and Expense Reimbursement

     103   

Specific Performance

     104   

Fees and Expenses

     105   

Amendment

     105   

Governing Law

     105   

MARKET PRICES AND DIVIDEND DATA

     106   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     107   

FUTURE STOCKHOLDER PROPOSALS

     110   

WHERE YOU CAN FIND MORE INFORMATION

     111   

MISCELLANEOUS

     113   

 

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ANNEXES   

ANNEX A—AGREEMENT AND PLAN OF MERGER

     A-1   

ANNEX B—OPINION OF MORGAN STANLEY & CO. LLC

     B-1   

ANNEX C—SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

     C-1   

 

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SUMMARY

This summary highlights selected information from this proxy statement related to the merger of Project Alpha Merger Corp. with and into Qlik Technologies Inc., which we refer to as the “Merger”, and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can Find More Information.” The Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Except as otherwise specifically noted in this proxy statement, “Qlik”, the “Company”, “we”, “our”, “us” and similar words refer to Qlik Technologies Inc., including, in certain cases, our subsidiaries. Throughout this proxy statement, we refer to Project Alpha Holding, LLC as “Parent” and Project Alpha Merger Corp. as “Merger Sub”. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated June  2, 2016, by and among Qlik, Parent and Merger Sub, as it may be amended from time to time, as the “Merger Agreement”.

Parties Involved in the Merger

Qlik Technologies Inc.

Qlik is a leader in visual analytics. Its portfolio of products meets customers’ growing needs from reporting and self-service visual analysis to guided, embedded and custom analytics. Approximately 39,000 customers rely on Qlik solutions to gain meaning out of information from varied sources, exploring the hidden relationships within data that lead to insights that ignite good ideas.

Qlik’s common stock is listed on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “QLIK”.

Project Alpha Holding, LLC

Project Alpha Holding, LLC was formed on May 31, 2016, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Project Alpha Merger Corp.

Project Alpha Merger Corp. is a wholly owned indirect subsidiary of Parent and was formed on May 31, 2016, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Thoma Bravo Fund XII, L.P. (“TBFXII”), Thoma Bravo Fund XI, L.P. (“TBFXI”) and Thoma Bravo Special Opportunities Fund II, L.P. (“TBSOF” and, together with TBFXII and TBFXI, the “Thoma Bravo Funds”). In connection with the transactions contemplated by the Merger Agreement, (1) the Thoma Bravo Funds have, in the aggregate, provided to Parent equity commitments of up to

 



 

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$1,799,500,000; and (2) Parent has obtained debt financing commitments from Ares Capital Corporation, Golub Capital LLC, TPG Specialty Lending, Inc., Varagon Capital Partners, L.P., American International Group, Inc. and certain of their respective affiliates (collectively, the “Lenders”) for an aggregate amount of $1.075 billion, comprised of a $1.0 billion term loan facility, which will be available to fund a portion of the payments contemplated by the Merger Agreement, and a $75 million revolving credit facility (in each case, pursuant to the terms and conditions as described further under the caption “The Merger — Financing of the Merger”).

Parent, Merger Sub and the Thoma Bravo Funds are affiliated with Thoma Bravo, LLC (“Thoma Bravo”). Thoma Bravo is a leading private equity investment firm building on a 30+ year history of providing equity and strategic support to experienced management teams and growing companies.

The Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Qlik, and Qlik will continue as the surviving corporation and as a wholly owned subsidiary of Parent (the “Surviving Corporation”). As a result of the Merger, Qlik will cease to be a publicly traded company, all outstanding shares of Qlik stock will be canceled and converted into the right to receive $30.50 per share in cash, less any applicable withholding taxes (the “Per Share Merger Consideration”) (except for any shares owned by Parent or Merger Sub or stockholders who are entitled to and who properly exercise appraisal rights under the Delaware General Corporation Law (the “DGCL”)), and you will not own any shares of the capital stock of the Surviving Corporation.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “The Merger — Appraisal Rights”).

Treatment of Restricted Stock, Options, Restricted Stock Units and Stock Appreciation Rights

The Merger Agreement provides that Qlik’s equity awards that are outstanding immediately prior to the time at which the Merger will become effective (the “Effective Time”) will be subject to the following treatment at the Effective Time:

Options

Each outstanding option to purchase shares of common stock, whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash (subject to any applicable tax withholding or other taxes, or other amounts as required by law) equal to the product of (1) the excess, if any, by which $30.50 exceeds the exercise price per share of common stock underlying such stock option; and (2) the total number of shares of common stock subject to such option. Each option with an exercise price per share equal to or greater than $30.50 per share will be cancelled without consideration.

Restricted Stock Units

Each award of restricted stock units that has vested but has not otherwise previously been settled will be converted into the right to receive an amount in cash (subject to any applicable tax withholding or other taxes) equal to the product of (1) $30.50; and (2) the total number of shares of common stock subject to such award of restricted stock units. Each award of restricted stock units which is unvested as of the Effective Time will be

 



 

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cancelled at that time and converted into the right to receive $30.50 with respect to each share of common stock subject thereto, with such payment being made (i) promptly following the Effective Time with respect to one-third of each unvested restricted stock unit award; and (ii) with respect to the remaining two-thirds of each such award, in equal portions promptly following the twelve (12)- and eighteen (18)-month anniversaries of the Effective Time (or upon such earlier date as the restricted stock unit was otherwise scheduled to vest), provided the holder is continuously employed by the Surviving Corporation through such date. In the event that the holder’s employment with the Surviving Corporation is terminated by the Surviving Corporation other than for cause, the vesting conditions with respect to any unpaid unvested restricted stock unit award shall be deemed satisfied as of the holder’s last day of employment with the Surviving Corporation.

For any award of unvested restricted stock units with performance-based vesting conditions the number of shares subject to the award shall be determined at the “target” level of performance of such award (or, if no target is specified, at the maximum number of shares subject to the award).

Stock Appreciation Rights

Each outstanding stock appreciation right, whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash (subject to any applicable tax withholding) equal to the product of (1) the excess, if any, by which $30.50 exceeds the per share base or strike price of such stock appreciation right; and (2) the total number of shares of common stock subject to such stock appreciation right. Each stock appreciation right with a per share base or strike price equal to or greater than $30.50 per share will be cancelled without consideration. Notwithstanding the foregoing, in the case of a stock appreciation right that is a Maximum Value Stock-settled Stock Appreciation Rights (a “MVSSAR”) (a type of stock appreciation right with respect to which the value that the holder can realize under the award is subject to a cap), the amount payable with respect to such MVSSAR shall be reduced to the extent necessary such that the amount payable with respect to such MVSSAR equals the maximum amount payable with respect to such award under its terms.

For any award of stock appreciation rights with performance-based vesting conditions the number of shares subject to the award shall be determined at the “target” level of performance of such award (or, if no target is specified, at the maximum number of shares subject to the award).

Financing of the Merger

We anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $3.2 billion, which will be funded via equity financing and debt financing described below, as well as Qlik’s cash on hand. This amount includes funds needed to (i) pay our stockholders the amounts due to them under the Merger Agreement; (ii) make payments due as of the Effective Time in respect of our outstanding equity-based awards pursuant to the Merger Agreement and (iii) pay all fees and expenses payable by Parent and Merger Sub under the Merger Agreement and Parent’s agreements with the Lenders.

In connection with the Merger, Parent has (i) entered into equity commitment letters, dated as of June 2, 2016, with each of the Thoma Bravo Funds, for an aggregate equity commitment of $1,799,500,000, and (ii) obtained debt financing commitments from the Lenders, pursuant to which they have committed to provide Parent with $1.075 billion under a senior credit facility, comprised of a $1.0 billion term loan facility, which will be available to fund a portion of the payments contemplated by the Merger Agreement, and a $75 million revolving credit facility. For more information, see the section of this proxy statement captioned “The Merger — Financing of the Merger,” beginning on page 69 of this proxy statement.

Although the obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition, the Merger Agreement provides that, without Parent’s agreement, the closing of the transactions

 



 

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contemplated by the Merger Agreement will not occur until after completion of a fifteen (15) consecutive business day marketing period that Parent may use to complete its financing. For more information, see the section of this proxy statement captioned “The Merger Agreement — Marketing Period,” beginning on page 82 of this proxy statement.

Conditions to the Closing of the Merger

The obligations of Qlik, Parent and Merger Sub, as applicable, to consummate the Merger are subject to the satisfaction or waiver of certain conditions, including (among other conditions), the following:

 

    the adoption of the Merger Agreement by the requisite affirmative vote of stockholders;

 

    (i) expiration or termination of the applicable waiting period under the HSR Act; and (ii) a decision from the European Commission under Article 6(1)(b) of Regulation 139/2004 declaring the Merger compatible with the internal European Union market;

 

    the consummation of the Merger not being made illegal or otherwise prohibited by any law or order of any governmental authority of competent jurisdiction;

 

    the accuracy of the representations and warranties of Qlik, Parent and Merger Sub in the Merger Agreement, subject to materiality qualifiers (generally other than as would not constitute a Company Material Adverse Effect or, in the case of the capitalization representations and warranties of Qlik, other than as would not increase the aggregate merger consideration by more than $10,000,000), as of the date of the Merger Agreement and as of the closing date, or, as applicable, the date in respect of which such representation or warranty was specifically made;

 

    Qlik, Parent and Merger Sub having performed in all material respects their obligations under the Merger Agreement at or before the Effective Time;

 

    receipt of certificates executed by executive officers of Qlik, on the one hand, or Parent and Merger Sub, on the other hand, to the effect that the conditions described in the preceding two bullets have been satisfied;

 

    since the date of the Merger Agreement, there not having occurred or arisen any Company Material Adverse Effect; and

 

    Qlik having filed all forms, reports and documents which contain financial statements and which are required to be filed with the Securities and Exchange Commission (the “SEC”) prior to the Effective Time.

Regulatory Approvals Required for the Merger

Qlik and Parent have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include (i) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”); and (ii) a decision from the European Commission under Article 6(1)(b) of Regulation 139/2004 declaring the Merger compatible with the internal European Union market.

Recommendation of the Board of Directors

Qlik’s Board of Directors (the “Board of Directors”), after considering various factors described under the caption “The Merger — Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Qlik and its stockholders; (2) adopted and

 



 

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approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; and (3) declared that the terms of the Merger Agreement are fair to Qlik and its stockholders. The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Opinion of Qlik’s Financial Advisor

Morgan Stanley & Co. LLC (“Morgan Stanley”) was retained by the Board of Directors to act as its financial advisor in connection with the Merger. On June 1, 2016, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in a written opinion dated June 1, 2016, to the Board of Directors to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the Per Share Merger Consideration to be received by the holders of shares of Qlik common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Qlik common stock.

The full text of Morgan Stanley’s written opinion to the Board of Directors, dated June 1, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B. The foregoing summary of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion, this section and the summary of Morgan Stanley’s opinion below carefully and in their entirety. Morgan Stanley’s opinion was prepared for the benefit of the Board of Directors, in its capacity as such, and addressed only the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of shares of Qlik common stock pursuant to the Merger Agreement as of the date of the opinion and did not address any other aspects or implications of the Merger. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how Qlik’s stockholders should vote at any stockholders’ meeting to be held in connection with the Merger or take any other action with respect to the Merger.

For a description of the opinion that the Board of Directors received from Morgan Stanley, see the section entitled “The Merger — Opinion of Qlik’s Financial Advisor,” beginning on page 48 of this proxy statement.

Interests of Qlik’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. In (i) evaluating and negotiating the Merger Agreement; (ii) approving the Merger Agreement and the Merger; and (iii) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests include the following:

 

    accelerated vesting of stock options, stock appreciation rights and certain restricted stock units and the termination or settlement of such awards that are in-the-money in exchange for cash;

 

   

the entitlement of each executive officer to receive payments and benefits under the Severance Plan in connection with an involuntary termination of employment other than for “Cause,” as such term is

 



 

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defined in the Severance Plan, or if the executive officer voluntarily terminates his employment in connection with a “Constructive Termination,” as such term is defined in the Severance Plan, within the one (1)-year period following the Effective Time;

 

    continued employment of Qlik’s officers by the Surviving Corporation anticipated following the Effective Time; and

 

    continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.

If the proposal to adopt the Merger Agreement is approved, the shares of common stock held by our directors and executive officers as of the Effective Time will be treated in the same manner as outstanding shares of common stock held by all other stockholders. For more information, see the section of this proxy statement captioned “The Merger — Interests of Qlik’s Directors and Executive Officers in the Merger,” beginning on page 63 of this proxy statement.

Appraisal Rights

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL (“Section 262”).

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, holders of shares of common stock who (i) do not vote in favor of the adoption of the Merger Agreement; (ii) continuously are the record holders of such shares through the Effective Time; and (iii) otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the Per Share Merger Consideration.

To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to Qlik before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (iii) continue to hold your shares of common stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in

 



 

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further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

U.S. Federal Income Tax Consequences of the Merger

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. Holder’s shares of common stock in the Merger generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of common stock surrendered in the Merger.

A Non-U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

For more information, see the section of this proxy statement captioned “The Merger — U.S. Federal Income Tax Consequences of the Merger,” beginning on page 76 of this proxy statement. Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Legal Proceedings Regarding the Merger

Pennsylvania Stockholder Litigation

On June 15, 2016, a putative class action lawsuit was filed by a purported stockholder of Qlik against Qlik, its directors, Thoma Bravo, Parent and Merger Sub in Pennsylvania Court of Common Pleas of Delaware County, captioned Willems v. Qlik Technologies Inc., et al, Case No. 2016-005249. The action generally alleges that the members of the Board of Directors breached their fiduciary duties in connection with the proposed Merger by, among other things, failing to take steps to maximize the value of Qlik to its stockholders. Plaintiff further alleges that Qlik, Thoma Bravo, Parent and Merger Sub aided and abetted the directors’ alleged breaches of fiduciary duties. Plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, and attorneys’ fees and costs. Qlik, Thoma Bravo, Parent, Merger Sub and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit.

Alternative Proposals

Under the Merger Agreement, from the date of the Merger Agreement until the earlier of the Effective Time or termination of the Merger Agreement, Qlik has agreed not to, and to cause its subsidiaries (and instruct its and their respective directors, officers, managers, employees, consultants, legal counsel, financial advisors and agents and other representatives, whom we collectively refer to as “representatives,”) not to, directly or indirectly, among other things:

 

    solicit, initiate, knowingly encourage or facilitate the making, submission or announcement of any Inquiry (as defined in the section below captioned “The Merger Agreement — Alternative Proposals”);

 

    furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of Qlik and its subsidiaries in connection with an Inquiry or an Alternative Proposal (as defined in the section below captioned “The Merger Agreement — Alternative Proposals”);

 



 

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    enter into, continue or otherwise participate in any discussions or negotiations with any person with respect to an Inquiry or an Alternative Proposal;

 

    grant any waiver, amendment or release under any standstill provision of any confidentiality or similar agreement to which Qlik or any of its subsidiaries is a party;

 

    make any Adverse Recommendation Change (as defined in the section below captioned “The Merger Agreement — Alternative Proposals”); or

 

    enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal or that would reasonably be expected to lead to an Alternative Proposal or that contradicts the Merger Agreement or requires Qlik to abandon the Merger Agreement (except for Acceptable Confidentiality Agreements (as defined in the section below captioned “The Merger Agreement — Alternative Proposals”);

Notwithstanding these restrictions, under certain circumstances, prior to the adoption of the Merger Agreement by stockholders, Qlik may provide information to and afford access to the business, employees, officers, contracts, properties, assets, books and records of Qlik and its subsidiaries to, and engage or participate in negotiations or discussions with, a person regarding an Alternative Proposal if the Board of Directors determines in good faith after consultation with its financial advisor and its outside legal counsel that such proposal is a Superior Proposal (as defined in the section below captioned “The Merger Agreement — Alternative Proposals”) or could reasonably be expected to lead to a Superior Proposal and not to do so would be inconsistent with the directors’ exercise of their fiduciary duties. For more information, see the section of this proxy statement captioned “The Merger Agreement — Alternative Proposals,” beginning on page 90 of this proxy statement.

Adverse Recommendation Change

The Board of Directors has unanimously recommended that you vote for the adoption of the Merger Agreement. The Merger Agreement provides that the Board of Directors may not change its recommendation, or take other actions constituting an Adverse Recommendation Change, except in certain specified circumstances. For more information, see the section of this proxy statement captioned “The Merger Agreement — The Board of Directors’ Recommendation; Adverse Recommendation Change,” beginning on page 91 of this proxy statement.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:

 

    By mutual written consent of Qlik and Parent;

 

    By either Qlik or Parent:

 

    subject to certain exceptions, if the Merger has not been consummated on or before October 31, 2016, which date we refer to as the “End Date”;

 

    subject to certain exceptions, if any governmental entity of competent jurisdiction has in any jurisdiction in which Parent, Qlik or their respective subsidiaries have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order, whether preliminary, temporary or permanent, which prevents, makes illegal or prohibits the consummation of the Merger and the other transactions contemplated by the Merger Agreement and such law and order shall have become final and non-appealable; or

 

    if Qlik’s stockholders fail to approve the proposal to approve and adopt the Merger Agreement at the Special Meeting, or any adjournment or postponement thereof, at which a vote on such proposal is taken.

 



 

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    By Qlik:

 

    if there has been any breach or violation of any representation, warranty, covenant or agreement of Parent or Merger Sub contained in the Merger Agreement, which (i) would result in the failure of a closing condition; and (ii) is not capable of being cured, or is not cured by Parent or Merger Sub, before the earlier of the End Date or the date that is thirty (30) calendar days following Qlik’s delivery of written notice thereof (except that Qlik may not terminate the Merger Agreement pursuant to this provision if Qlik is then in breach of the Merger Agreement in any material respect);

 

    prior to receiving the stockholder approval, in order to enter into a definitive written agreement providing for a Superior Proposal, if (i) Qlik has complied in all material respects with its no-shop obligations with respect to such Superior Proposal and (ii) Qlik pays to Parent a termination fee of $103,350,000; or

 

    if (i) all of the conditions applicable to (a) all parties’ obligations to consummate the Merger and (b) Parent’s and Merger Sub’s obligations to consummate the Merger have been and continue to be satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the closing (each of which is capable of being satisfied at the closing)), (ii) Parent and Merger Sub fail to complete the closing on the date the closing should have occurred pursuant to the Merger Agreement, (iii) Qlik has delivered an irrevocable written notice to Parent certifying as to the matters described in clause (i) and that Qlik stands ready, willing and able to consummate the Merger at such time and (iv) Parent and Merger Sub fail to consummate the Merger by the third business day after the delivery of the notice described in clause (iii).

 

    By Parent:

 

    if there has been any breach or violation of any representation, warranty, covenant or agreement of Qlik contained in the Merger Agreement, which (i) would result in the failure of a closing condition; and (ii) is not capable of being cured, or is not cured by Qlik, before the earlier of the End Date or the date that is thirty (30) calendar days following Parent’s delivery of written notice thereof (except that Parent may not terminate the Merger Agreement pursuant to this provision if either Parent or Merger Sub is then in breach of the Merger Agreement in any material respect);

 

    if at any time prior to the Special Meeting, the Board of Directors makes an Adverse Recommendation Change; or

 

    if Qlik has materially breached its obligations related to Alternative Proposals and Superior Proposals (excluding any inadvertent and immaterial breaches thereof not intended to result in an Alternative Proposal).

Termination Fees and Expense Reimbursement

Except in specified circumstances, whether or not the Merger is completed, Qlik, on the one hand, and Parent and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

Qlik will be required to pay to Parent a termination fee of $103,350,000 if the Merger Agreement is terminated under specified circumstances. In addition, in certain circumstances, Qlik will be required to reimburse Parent for up to $5,000,000 of its expenses associated with the transactions contemplated by the Merger Agreement (with such reimbursement deducted from the termination fee, should it not be payable at the time of such termination but subsequently become payable).

Parent will be required to pay to Qlik a reverse termination fee of $206,710,000 if the Merger Agreement is terminated under different specified circumstances.

 



 

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For more information on these termination fees, see the section of this proxy statement captioned “The Merger Agreement — Termination Fees and Expense Reimbursement,” beginning on page 103 of this proxy statement.

 

Effect on Qlik if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Qlik will remain an independent public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act, and we will continue to file periodic reports with the SEC. Under specified circumstances, Qlik will be required to pay Parent a termination fee upon the termination of the Merger Agreement; under different specified circumstances, Parent will be required to pay Qlik a reverse termination fee upon the termination of the Merger Agreement. For more details see the section of this proxy statement captioned “The Merger Agreement — Termination Fees and Expense Reimbursement,” beginning on page 103 of this proxy statement.

The Special Meeting

Date, Time and Place

A special meeting of stockholders of Qlik (the “Special Meeting”) will be held on August 17, 2016, at 9:00 a.m., Eastern time, at the offices of Ballard Spahr LLP, 1735 Market Street, 48th Floor, Philadelphia, PA 19103.

Record Date; Shares Entitled to Vote

You are entitled to vote at the Special Meeting if you owned shares of common stock at the close of business on July 6, 2016 (the “Record Date”). You will have one vote at the Special Meeting for each share of common stock that you owned at the close of business on the Record Date.

Purpose

At the Special Meeting, we will ask stockholders to vote on proposals to (1) adopt the Merger Agreement; (2) adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Quorum

As of the Record Date, there were 94,898,127 shares of common stock outstanding and entitled to vote at the Special Meeting. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting.

Required Vote

The affirmative vote of the holders of a majority of the outstanding shares of Qlik common stock is required to adopt the Merger Agreement. Approval of the proposal to adjourn the Special Meeting, requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable to Qlik’s executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting entitled to vote on the subject matter.

 



 

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Share Ownership of Our Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,281,573 shares of common stock, representing approximately 1.35% of the shares of common stock outstanding on the Record Date. Our directors and executive officers have executed voting agreements obligating them to vote all of their shares of common stock (1) “FOR” the adoption of the Merger Agreement; and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and have further informed us that they currently intend to vote (3) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Voting and Proxies

Any stockholder of record entitled to vote may submit a proxy by returning a signed proxy card by mail in the accompanying prepaid reply envelope or granting a proxy electronically over the Internet or by telephone, or may vote in person by appearing at the Special Meeting. If you are a beneficial owner and hold your shares of common stock in “street name” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how you wish to vote your shares of common stock using the instructions provided by your bank, broker or other nominee. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote on routine matters. The proposals to be considered at the Special Meeting are non-routine matters, and banks, brokers and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your shares.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by (1) signing another proxy card with a later date and returning it prior to the Special Meeting; (2) submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy; (3) delivering a written notice of revocation to our Corporate Secretary; or (4) attending the Special Meeting and voting in person by ballot.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

 



 

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can Find More Information.”

 

Q: Why am I receiving these materials?

 

A: The Board of Directors is furnishing this proxy statement and form of proxy card to the holders of shares of Qlik common stock in connection with the solicitation of proxies to be voted at the Special Meeting.

 

Q: What am I being asked to vote on at the Special Meeting?

 

A: You are being asked to vote on the following proposals:

1) To adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Qlik, and Qlik will become a wholly owned subsidiary of Parent;

2) To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and

3) To approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

 

Q: When and where is the Special Meeting?

 

A: The Special Meeting will take place on August 17, 2016, at 9:00 a.m., Eastern time, at the offices of Ballard Spahr LLP, 1735 Market Street, 48th Floor, Philadelphia, PA 19103.

 

Q: Who is entitled to vote at the Special Meeting?

 

A: Stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting (and at any adjournment or postponement thereof). Each holder of shares of Qlik common stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of common stock owned as of the Record Date.

 

Q: May I attend the Special Meeting and vote in person?

 

A: Yes. All stockholders as of the Record Date may attend the Special Meeting and vote in person. Seating will be limited. Stockholders will need to present proof of ownership of shares of Qlik common stock, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the Special Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker

 

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or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

 

Q: What is the proposed Merger and what effects will it have on Qlik?

 

A: The proposed Merger is the acquisition of Qlik by Parent. If the proposal to adopt the Merger Agreement is approved by stockholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into Qlik, with Qlik continuing as the Surviving Corporation. As a result of the Merger, Qlik will become a wholly owned subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from NASDAQ. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

 

Q: What will I receive if the Merger is completed?

 

A: Upon completion of the Merger, you will be entitled to receive the Per Share Merger Consideration for each share of Qlik common stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL. For example, if you own 100 shares of common stock, you will receive $3,050.00 in cash in exchange for your shares of common stock, less any applicable withholding taxes.

 

Q: How does the Per Share Merger Consideration compare to the market price of the common stock?

 

A: The relationship of the $30.50 Per Share Merger Consideration to the trading price of the common stock constituted a premium of: (1) approximately 40% to the unaffected ten (10)-day average stock price of Qlik’s common stock prior to March 3, 2016, the last trading day prior to the date that affiliates of Elliott announced that they had accumulated a significant minority interest in Qlik’s shares; and (2) approximately 5% to the closing price of Qlik’s common stock on June 1, 2016, the last trading day prior to the date on which Qlik entered into the Merger Agreement.

 

Q: What do I need to do now?

 

A: We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement carefully and consider how the Merger affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone, so that your shares can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares. Please do not send your stock certificates with your proxy card.

 

Q: Should I send in my stock certificates now?

 

A: No. After the Merger is completed, you will receive a letter of transmittal containing instructions for how to send your Qlik stock certificates to the paying agent in order to receive the appropriate cash payment for the shares of common stock represented by your stock certificates. You should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card.

 

Q: What happens if I sell or otherwise transfer my shares of common stock after the Record Date but before the Special Meeting?

 

A:

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Qlik common stock after the

 

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  Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Qlik in writing of such special arrangements, you will transfer the right to receive the Per Share Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone.

 

Q: How does the Board of Directors recommend that I vote?

 

A: The Board of Directors, after considering the various factors described under the caption “The Merger — Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Qlik and its stockholders; (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; and (3) declared that the terms of the Merger Agreement are fair to Qlik and its stockholders.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

 

Q: What happens if the Merger is not completed?

 

A: If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of Qlik common stock. Instead, Qlik will remain an independent public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Qlik will be required to pay Parent a termination fee of $103,350,000 upon the termination of the Merger Agreement under specified circumstances, and Parent will be required to pay to Qlik a reverse termination fee of $206,710,000 if the Merger Agreement is terminated under different specified circumstances, in each case as described in the section captioned “The Merger Agreement — Termination Fees and Expense Reimbursement,” beginning on page 103 of this proxy statement.

 

Q: What vote is required to adopt the Merger Agreement?

 

A: The affirmative vote of the holders of a majority of the outstanding shares of Qlik common stock is required to adopt the Merger Agreement.

If a quorum is present at the Special Meeting, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote in person by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

 

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Q: What vote is required to approve any proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger?

 

A: Approval of the proposal to adjourn the Special Meeting requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote in person by ballot at the Special Meeting will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger. Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

 

Q: Why am I being asked to cast a non-binding, advisory vote regarding compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger?

 

A: SEC rules require Qlik to seek a non-binding, advisory vote regarding compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

 

Q: What is the compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger for purposes of this advisory vote?

 

A: The compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger is certain compensation that is tied to or based on the Merger and payable to certain of Qlik’s named executive officers. For further detail, see the section captioned “Proposal 3: Advisory, Non-Binding Vote on Merger-Related Executive Compensation Arrangements.”

 

Q: What will happen if stockholders do not approve the compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger at the Special Meeting?

 

A: Approval of the compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger is not a condition to completion of the Merger. The vote with respect to the compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger is an advisory vote and will not be binding on Qlik or Parent. If the Merger Agreement is adopted by the stockholders and the Merger is completed, the compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger will or may be paid to Qlik’s named executive officers even if stockholders fail to approve such compensation.

 

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A: If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by Qlik.

 

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

 

Q: How may I vote?

 

A: If you are a stockholder of record (that is, if your shares of Qlik common stock are registered in your name with American Stock Transfer & Trust Company, our transfer agent), there are four ways to vote:

 

    by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope;

 

    by visiting the Internet at the address on your proxy card;

 

    by calling toll-free (within the U.S. or Canada) the phone number on your proxy card; or

 

    by attending the Special Meeting and voting in person by ballot.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Qlik common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of Qlik common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Qlik common stock in person by ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by ballot, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

 

Q: If my broker holds my shares in “street name,” will my broker vote my shares for me?

 

A: No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote of your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against adoption of the Merger Agreement, but will have no effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

 

Q: May I change my vote after I have mailed my signed proxy card?

 

A: Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

 

    signing another proxy card with a later date and returning it to us prior to the Special Meeting;

 

    submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

 

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    delivering a written notice of revocation to the Corporate Secretary; or

 

    attending the Special Meeting and voting in person by ballot.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

 

Q: What is a proxy?

 

A: A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of common stock is called a “proxy card.” Our Board of Directors has designated Lars Björk, our Chief Executive Officer, and Deborah C. Lofton, our Vice President, General Counsel & Secretary, and each of them, with full power of substitution, as the proxy holders for the Special Meeting.

 

Q: If a stockholder gives a proxy, how are the shares voted?

 

A: Regardless of the method you choose to vote, the proxy holders will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

 

Q: What should I do if I receive more than one set of voting materials?

 

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

Please sign, date and return (or grant your proxy electronically over the Internet or by telephone) each proxy card and voting instruction card that you receive.

 

Q: Where can I find the voting results of the Special Meeting?

 

A: If available, Qlik may announce preliminary voting results at the conclusion of the Special Meeting. Qlik intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that Qlik files with the SEC are publicly available when filed. See the section of this proxy statement captioned “Where You Can Find More Information.”

 

Q: Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the Merger?

 

A:

If you are a U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”), the exchange of Qlik common stock for cash pursuant to the Merger

 

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  generally will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you received pursuant to the Merger and your adjusted tax basis in the shares of common stock surrendered pursuant to the Merger.

A Non-U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Qlik common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

You should consult your own tax advisor to determine the U.S. federal income tax consequences of the Merger to you in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of certain U.S. federal income tax consequences of the Merger is provided under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger.”

 

Q: What will the holders of Qlik stock options, restricted stock units and stock appreciation rights receive in the Merger?

 

A: At the Effective Time, each outstanding option to purchase shares of common stock, whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash (subject to any applicable tax withholding) equal to the product of (1) the excess, if any, by which $30.50 exceeds the exercise price per share of common stock underlying such stock option; and (2) the total number of shares of common stock subject to such option. Each option with an exercise price per share equal to or greater than $30.50 per share will be cancelled without consideration at the Effective Time.

At the Effective Time, each award of restricted stock units that is vested as of the Effective Time will be converted into the right to receive an amount in cash (subject to any applicable tax withholding) equal to the product of (1) $30.50; and (2) the total number of shares of common stock subject to such award of restricted stock units. Each award of restricted stock units which is unvested as of the Effective Time will be cancelled at that time and converted into the right to receive $30.50 with respect to each share of common stock subject thereto, with such payment being made promptly following the Effective Time with respect to one-third of each unvested restricted stock unit award, and, with respect to the remaining two-thirds of each such award, in equal portions promptly following the twelve (12)- and eighteen (18)-month anniversaries of the Effective Time (or upon such earlier date as the restricted stock unit was otherwise scheduled to vest), provided the holder is continuously employed by the Surviving Corporation through such date. In the event that the holder’s employment with the Surviving Corporation is terminated by the Surviving Corporation other than for cause, the vesting conditions with respect to any unpaid unvested restricted stock unit award shall be deemed satisfied as of the holder’s last day of employment with the Surviving Corporation.

At the Effective Time, each outstanding stock appreciation right, whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash (subject to any applicable tax withholding) equal to the product of (1) the excess, if any, by which $30.50 exceeds the per share base or strike price of such stock appreciation right; and (2) the total number of shares of common stock subject to such stock appreciation right. Each stock appreciation right with a per share base or strike price equal to or greater than $30.50 per share will be cancelled without consideration. Notwithstanding the foregoing, in the case of a stock appreciation right that is a MVSSAR (a type of stock appreciation right with respect to which the value that the holder can realize is subject to a cap), the amount payable with respect to such MVSSAR shall be reduced to the extent necessary such that the amount payable with respect to such MVSSAR equals the maximum amount payable with respect to such award under its terms.

For any award of unvested restricted stock units or stock appreciation rights with performance-based vesting conditions, the number of shares subject to such award shall be determined at the “target” level of performance of such award (or, if no target is specified, at the maximum number of shares subject to the award).

 

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Q: When do you expect the Merger to be completed?

 

A: We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger in the third calendar quarter of 2016. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control, and the completion of a fifteen (15) consecutive business day marketing period that Parent may use to complete its financing for the Merger.

 

Q: Am I entitled to appraisal rights under the DGCL?

 

A: If the Merger is completed, Qlik stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262. This means that stockholders are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, Qlik stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights. The DGCL requirements for exercising appraisal rights are described in additional detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement.

 

Q: Do any of Qlik’s directors or officers have interests in the Merger that may differ from those of Qlik stockholders generally?

 

A: Yes. In considering the recommendation of the Board of Directors with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of Qlik stockholders generally. In (i) evaluating and negotiating the Merger Agreement; (ii) approving the Merger Agreement and the Merger; and (iii) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned “The Merger — Interests of Qlik’s Directors and Executive Officers of Qlik in the Merger,” beginning on page 63 of this proxy statement.

 

Q: Who can help answer my questions?

 

A: If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Qlik common stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

Stockholders May Call Toll-Free: (866) 406-2290

Banks & Brokers May Call Collect: (212) 269-5550

 

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FORWARD-LOOKING STATEMENTS

This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “predicts,” “plan,” “expects,” “focus,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “will,” “might,” “momentum,” “can,” “could,” “design,” “see,” “seek,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

 

    the inability to complete the Merger due to the failure to obtain stockholder approval or failure to satisfy the other conditions to the completion of the Merger, including receipt of required regulatory approvals;

 

    the failure by Parent to obtain the necessary equity and debt financing set forth in the commitments entered into in connection with the Merger, or alternative financing, or the failure of any such financing to be sufficient to complete the Merger and the other transactions contemplated by the Merger Agreement;

 

    the fact that, although Parent must use reasonable best efforts to obtain the financing contemplated by the Debt Commitment Letter, there is a risk that the debt financing might not be obtained and that, in certain instances, Qlik’s only viable recourse would be the $206,710,000 reverse termination fee payable by Parent under the terms of the Merger Agreement;

 

    the risk that the Merger Agreement may be terminated in circumstances that require us to pay Parent a termination fee of $103,350,000 and in certain circumstances reimburse Parent’s expenses related to the transactions contemplated by the Merger Agreement up to $5,000,000;

 

    the outcome of any legal proceedings that may have been or may be instituted against us and others related to the Merger Agreement;

 

    risks that the proposed Merger disrupts our current operations or affects our ability to retain or recruit key employees;

 

    the fact that receipt of the all-cash Per Share Merger Consideration would be taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes;

 

    the fact that, if the Merger is completed, stockholders will forgo the opportunity to realize the potential long-term value of the successful execution of Qlik’s current strategy as an independent company;

 

    the possibility that Parent could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of Qlik’s assets to one or more as-yet unknown purchasers, that could conceivably produce a higher aggregate value than that available to stockholders in the Merger;

 

    the fact that under the terms of the Merger Agreement, Qlik is unable to solicit other alternative proposals during the pendency of the Merger;

 

    the effect of the announcement or pendency of the Merger on our business relationships, operating results and business generally;

 

    the amount of the costs, fees, expenses and charges related to the Merger Agreement or the Merger;

 

    risks related to the Merger diverting management’s or employees’ attention from ongoing business operations;

 

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    risks that our stock price may decline significantly if the Merger is not completed; and

 

    risks related to the timing and receipt of regulatory approvals from various domestic and foreign governmental entities required in connection with the Merger (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval.

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including (1) the information contained under this caption and (2) the information contained under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

 

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on August 17, 2016, at 9:00 a.m., Eastern time, at the offices of Ballard Spahr LLP, 1735 Market Street, 48th Floor, Philadelphia, PA 19103.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to (i) adopt the Merger Agreement, (ii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices, located at 150 N. Radnor Chester Road, Suite E220, Radnor, Pennsylvania 19087, during regular business hours for a period of no less than ten (10) days before the Special Meeting and at the place of the Special Meeting during the meeting.

As of the Record Date, there were 94,898,127 shares of common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of Qlik common stock is required to adopt the Merger Agreement. Adoption of the Merger Agreement by stockholders is a condition to the closing of the transactions contemplated by the Merger Agreement.

Approval of the proposal to adjourn the Special Meeting requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and “AGAINST” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

 

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Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on (i) any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (ii) the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. “Broker non-votes,” if any, will be counted for the purpose of determining whether a quorum is present.

Shares Held by Qlik’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,281,573 shares of common stock, representing approximately 1.35% of the shares of common stock outstanding on the Record Date. Our directors and executive officers have executed voting agreements obligating them to vote all of their shares of common stock (1) “FOR” the adoption of the Merger Agreement and (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and have further informed us that they currently intend to vote (3) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Voting of Proxies

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) “FOR” adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and

 

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vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

 

    signing another proxy card with a later date and returning it to us prior to the Special Meeting;

 

    submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

 

    delivering a written notice of revocation to our Corporate Secretary; or

 

    attending the Special Meeting and voting in person by ballot.

If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the caption “The Merger — Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Qlik and stockholders; (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; and (3) declared that the terms of the Merger Agreement are fair to Qlik and its stockholders. The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Qlik. We have retained D.F. King & Co., Inc., a proxy solicitation firm (the “Proxy Solicitor”), to solicit proxies in connection with the Special Meeting at a cost of approximately $15,000 plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

 

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Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement and the completion of a fifteen (15) consecutive business day marketing period that Parent may use to complete its financing for the Merger, we anticipate that the Merger will be consummated in the third calendar quarter of 2016.

Appraisal Rights

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262. This means that stockholders are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the Per Share Merger Consideration.

To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to Qlik before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (iii) continue to hold your shares of common stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this proxy statement. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, broker or nominee.

Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on August 17, 2016

The proxy statement is available at http://investor.qlik.com/financials.cfm.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

 

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If you would like to receive your own set of our disclosure documents this year or in future years, follow the instructions described below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If you are a stockholder of record, you may contact us by writing to Qlik Technologies Inc., Attention: Investor Relations, 150 N. Radnor Chester Road, Suite E220, Radnor, Pennsylvania 19087 or calling our Investor Relations Department at (646) 561-0906. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

Stockholders May Call Toll-Free: (866) 406-2290

Banks & Brokers May Call Collect: (212) 269-5550

 

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

We are asking you to approve and adopt the Merger Agreement and the Merger contemplated by the Merger Agreement.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections captioned “The Merger” beginning on page 30 of this proxy statement and “The Merger Agreement” beginning on page 81 of this proxy statement. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote of a majority of the outstanding shares of Qlik common stock voting in favor of the proposal to approve and adopt the Merger Agreement and the Merger. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

 

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PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If stockholders approve the adjournment proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including proxies from stockholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

 

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PROPOSAL 3: ADVISORY, NON-BINDING VOTE ON MERGER-RELATED

EXECUTIVE COMPENSATION ARRANGEMENTS

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger, as disclosed in the section captioned “The Merger — Interests of Qlik’s Directors and Executive Officers in the Merger,” beginning on page 63 of this proxy statement.

We are asking stockholders to indicate their approval of the various compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger. These payments are set forth in the section captioned “The Merger — Interests of Qlik’s Directors and Executive Officers in the Merger,” beginning on page 63 of this proxy statement, and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Qlik’s overall compensation program for our named executive officers and previously have been disclosed to stockholders as part of the Compensation Discussion and Analysis and related sections of our annual proxy statements. These historical arrangements were adopted and approved by the Compensation Committee of the Board of Directors, which is composed solely of non-management directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, we are seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Qlik Technologies Inc. approve, on a nonbinding, advisory basis, the compensation that will or may become payable by Qlik to its named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger — Interests of Qlik’s Directors and Executive Officers in the Merger.”

Stockholders should note that this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Qlik, the Board of Directors, Parent or the named executive officers. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions applicable to the underlying plans and agreements and the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

 

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Qlik Technologies Inc.

150 N. Radnor Chester Road, Suite E220

Radnor, Pennsylvania 19087

Qlik is a leader in visual analytics. Its portfolio of products meets customers’ growing needs from reporting and self-service visual analysis to guided, embedded and custom analytics. Approximately 39,000 customers rely on Qlik solutions to gain meaning out of information from varied sources, exploring the hidden relationships within data that lead to insights that ignite good ideas.

Qlik’s common stock is listed on NASDAQ under the symbol “QLIK”.

Project Alpha Holding, LLC

c/o Thoma Bravo, LLC

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

Project Alpha Holding, LLC was formed on May 31, 2016, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Project Alpha Merger Corp.

c/o Thoma Bravo LLC

600 Montgomery Street, 20th Floor

San Francisco, CA 94111

Merger Sub is a wholly owned indirect subsidiary of Parent and was formed on May 31, 2016, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Thoma Bravo and the Thoma Bravo Funds. In connection with the transactions contemplated by the Merger Agreement, (1) the Thoma Bravo Funds, have, in the aggregate, provided to Parent equity commitments of up to $1,799,500,000; and (2) Parent has obtained debt financing commitments from the Lenders for an aggregate amount of $1.075 billion, comprised of a $1.0 billion term loan facility, which will be available to fund a portion of the payments contemplated by the Merger Agreement, and a $75 million revolving credit facility (in each case, pursuant to the terms and conditions as described further under the caption “The Merger — Financing of the Merger,” beginning on page 69 of this proxy statement.) After giving effect to the Merger, Qlik, as the Surviving Corporation, will be affiliated with Thoma Bravo.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Qlik, and Qlik will continue as the Surviving Corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded and will be

 

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delisted from NASDAQ. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on Qlik if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Qlik will remain an independent public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Qlik operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the Merger is not completed, the Board of Directors will continue to evaluate and review Qlik’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Qlik’s business, prospects or results of operation will not be adversely impacted.

Upon termination of the Merger Agreement under specified circumstances, Qlik will be required to pay Parent a termination fee of $103,350,000. Parent will be required to pay to Qlik a reverse termination fee of $206,710,000 if the Merger Agreement is terminated under different specified circumstances. In addition, in certain circumstances, Qlik will be required to reimburse Parent for up to $5,000,000 of its expenses associated with the transactions contemplated by the Merger Agreement (with such reimbursement deducted from the termination fee, should it not be payable at the time of such termination but subsequently become payable). For more information please see the section captioned “The Merger Agreement — Termination Fees and Expense Reimbursement,” beginning on page 103 of this proxy statement.

Merger Consideration

In the Merger, each outstanding share of common stock (other than shares owned by (1) Parent or Merger Sub and (2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “— Appraisal Rights,” beginning on page 72 of this proxy statement.)

 

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Background of the Merger

As part of its ongoing evaluation of Qlik’s business, the Board of Directors, together with senior management, regularly reviews and assesses Qlik’s strategic direction, financial performance and business plans with a view towards strengthening Qlik’s business and identifying opportunities to increase stockholder value. As part of this evaluation, the Board of Directors has from time to time considered a variety of strategic alternatives for Qlik, including transactions with companies in the technology or enterprise software sector (whether structured as a merger, sale of Qlik, joint venture or transformative acquisition by Qlik), significant additional cost-cutting initiatives to drive margin enhancement, acceleration of investment in Qlik’s cloud-based technologies and a leveraged recapitalization (either on a standalone basis or through a debt or equity investment by a private equity firm). During the period since Qlik’s initial public offering in 2010 and prior to the contacts described below and the process that resulted in Qlik’s entry into the Merger Agreement, Qlik had from time to time been involved in preliminary discussions with one (1) potential strategic merger partner and four (4) potential strategic buyers for Qlik’s business. However, none of these discussions resulted in any proposal by the parties to such discussions as to a potential transaction. In each case, the relevant strategic counterparty did not ultimately pursue a transaction with Qlik. Each of these relevant strategic counterparties were contacted by Qlik’s financial advisor in connection with the process that resulted in the entry into the Merger Agreement.

In early November 2015, a representative of a private equity firm (“Party A”) contacted Mr. Björk by telephone and requested a meeting. Mr. Björk discussed this request with Mr. Golden. Mr. Björk subsequently met with such representative of Party A on November 17, 2015, at which meeting Mr. Björk provided a general introduction as to Qlik and its business and Party A did not express an intent to make a proposal.

On February 12, 2016, a representative of Thoma Bravo contacted Mr. Björk by email and requested a meeting. Although correspondence was exchanged as to the possibility of a meeting between the representative and Mr. Björk or Mr. MacCarrick, no meeting occurred prior to subsequent events described below due to scheduling difficulties.

On February 18, 2016, the Board of Directors held a meeting in New York City attended in person or telephonically by members of senior management and representatives of Morgan Stanley during which, among other things, representatives of Morgan Stanley provided its views as to trends in shareholder activism and the likelihood and reasons that an activist investor might pursue an investment in Qlik.

On March 3, 2016, a representative of Elliott contacted Mr. Björk by telephone and indicated that Elliott had acquired an investment in Qlik and would be filing a Schedule 13D later that day. Later that day, Elliott and certain of its affiliates filed with the SEC a Statement on Schedule 13D (the “13D”), disclosing that Elliott and its affiliates had accumulated beneficial ownership of approximately 5.0% of Qlik’s outstanding common stock and additionally held economic exposure to approximately 3.9% of Qlik’s outstanding common stock pursuant to notional principal amount derivative agreements. Elliott stated in the 13D that it believed that Qlik’s shares were significantly undervalued and that it was commencing a dialogue with Qlik’s management and the Board of Directors regarding strategic and operational opportunities that had the potential to increase stockholder value. On the same day, the Board of Directors met telephonically with members of senior management and representatives of Morgan Stanley to discuss, among other things, the 13D and the communication from Elliott.

On March 4, 2016, Deborah Lofton, Vice President, General Counsel & Secretary of Qlik, met telephonically with representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to discuss Qlik’s engagement of Skadden in connection with various matters.

On March 4, 2016, two affiliates of Elliott, Elliott International Limited and Elliott Associates L.P., each filed a Notification and Report Form (“HSR Filing”), pursuant to the HSR Act, indicating that each intended to acquire an amount of Qlik voting securities in excess of $78.2 million. Qlik made corresponding HSR Filings on March 21, 2016. The waiting period required under the HSR Act was terminated on March 28, 2016, after which time Elliott International Limited and Elliott Associates L.P. became eligible to consummate acquisitions of Qlik shares valued at up to $156.3 million each without being required to make an additional HSR Filing.

 

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On March 7, 2016, Mr. Björk and Mr. MacCarrick met over dinner with representatives of Party A in Devon, Pennsylvania.

On March 8, 2016, Mr. Björk and Mr. MacCarrick met with representatives of Party A in Radnor, Pennsylvania.

Also on March 8, 2016, the Board of Directors received a letter from Elliott (the “March 8 Letter”). The March 8 Letter outlined Elliott’s views of Qlik’s recent performance, cost structure, operating margins and licensing model, including relative to peers and competitors, citing similar views from unnamed investors, analysts and customers, and urged the Board of Directors to either execute significant operational and management changes or explore strategic alternatives in a sale process. The March 8 Letter expressed that Elliott viewed a sale of Qlik as the preferred course as Elliott believed a sale process would attract several interested parties (including unnamed financial buyers and industry participants purportedly contacted directly by Elliott) and maximize stockholder value.

On March 9, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it discussed the March 8 Letter, the concerns identified in the letter (including as to recent performance, perceptions of management, cost structure and operating margin performance and Qlik’s licensing model), and Elliott’s views as to potential changes for Qlik and its business. In addition, the Board of Directors discussed the proposed engagement of Morgan Stanley in connection with stockholder relations and defense matters and requested that Morgan Stanley work with management to provide initial views in the near term on the range of potential alternatives available to Qlik to maximize stockholder value, including initial views on Qlik’s long-term prospects as a standalone company under various alternative scenarios, financial options (e.g., a recapitalization), and the possibility of a significant M&A transaction, for the purpose of the Board of Directors’ consideration of whether to review such alternatives in greater detail. The Board of Directors also discussed that certain private equity firms had contacted Qlik’s management after the filing of the 13D and authorized Qlik management to meet with these firms to better understand their potential interest in Qlik.

On March 10, 2016, a representative of Morgan Stanley met telephonically with a representative of a private equity firm (“Party B”) to better understand Party B’s potential interest in Qlik.

On March 11, 2016, a representative of Morgan Stanley met telephonically with a representative of Thoma Bravo to better understand Thoma Bravo’s potential interest in Qlik.

Also on March 11, 2016, Mr. Björk and Mr. MacCarrick met with representatives of Party B in Radnor, Pennsylvania.

On March 15, 2016, Bruce Golden, the Chairman of the Board of Directors and an independent director, and Steffan Tomlinson, another independent director, participated in a conference call with representatives of Elliott. On March 18, 2016, Mr. Björk and Mr. MacCarrick met with representatives of Elliott in Radnor, Pennsylvania. Thereafter, from time to time following requests by Elliott, Mr. Golden and Mr. Tomlinson met telephonically with representatives of Elliott. In each case, the purpose of these meetings from the perspective of the Board of Directors was to listen to and better understand Elliott’s views as a significant stockholder of Qlik.

On March 21, 2016, the Board of Directors held a meeting in San Francisco, California attended in person or telephonically by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it received an update on Qlik’s first quarter business performance and on the recent interactions between Mr. Golden, Mr. Tomlinson, Mr. Björk and Mr. MacCarrick with Elliott. Representatives of Skadden discussed with the Board of Directors the due diligence process that Skadden had conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott. Following review of these findings, the Board of Directors approved the retention of Morgan Stanley as financial advisor to the Board of Directors in connection with stockholder relations and defense matters, following which Qlik countersigned and delivered to Morgan Stanley an engagement

 

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letter dated March 16, 2016. A representative of Morgan Stanley indicated that a representative of Elliott had contacted Morgan Stanley on or around March 11, 2016 and requested the opportunity to meet with such representative of Morgan Stanley. The Board of Directors authorized Morgan Stanley to meet with Elliott’s representative in order to better understand Elliott’s views as a stockholder. Representatives of Skadden discussed with the Board of Directors their fiduciary duties in connection with the various matters to be discussed at the meeting. Representatives of Morgan Stanley then discussed with the Board of Directors their preliminary views of various strategic alternatives for Qlik, including pursuing a standalone path as a public company and a potential sale to a strategic or financial buyer, and noted that based on such preliminary views a sale transaction could potentially be a value-maximizing strategy for Qlik. The standalone path as a public company was discussed under various scenarios as to investment in growth opportunities and significant additional cost-cutting (in addition to cost-cutting measures already taken by management) to drive margin enhancement, as well as financial options such as a leveraged recapitalization. The forecasts used by Morgan Stanley for purposes of developing its preliminary views of such strategic alternatives included street forecasts, a five-year “steady state” scenario for Qlik prepared by management as well as an additional hypothetical scenario in which Qlik would look to improve margins more aggressively. The Board of Directors instructed management to continue to refine and develop a management forecast for future review by the Board of Directors in order to assess the desirability of reviewing strategic alternatives, noting the difficulty of predicting how transitioning to cloud-based delivery for Qlik’s products would affect such forecasts and other uncertainties and changes affecting Qlik’s business. The Board of Directors determined that management, with the assistance of Morgan Stanley, should initiate contact with a broad range of potential strategic and financial buyers along the parameters recommended by Morgan Stanley in order for the Board of Directors to assess the availability of a sale transaction and whether such an alternative, if available, would be in the best interests of Qlik and its stockholders.

On March 22, 2016, a representative of Morgan Stanley spoke with a representative of Elliott. Thereafter, from time to time in response to outreach by Elliott, such representative of Morgan Stanley met telephonically or in person with such representative of Elliott. In each case, the purpose of these meetings from the perspective of the Board of Directors was for Morgan Stanley to better understand Elliott’s views as a significant stockholder of Qlik and to report these views to the Board of Directors. On several occasions through the time of entry into the Merger Agreement, representatives of Elliott proposed a non-disclosure agreement with Qlik. At the end of May 2016, Elliott provided a draft of such an agreement to Morgan Stanley, and representatives of Skadden engaged in discussions with Elliott’s counsel at Schulte Roth & Zabel LLP related thereto; however, no non-disclosure agreement was entered into by the parties.

During the period from March 24, 2016 through May 5, 2016, Morgan Stanley contacted twenty-four (24) potential counterparties (twelve (12) strategic and twelve (12) financial buyers), including Party A, Party B and Thoma Bravo. Of the parties contacted, three (3) strategic and eleven (11) financial buyers executed confidentiality agreements. All standstill obligations applicable under such confidentiality agreements terminated upon Qlik’s entry into the Merger Agreement. Each party that entered into a confidentiality agreement was offered a management presentation by Qlik; in addition, two (2) strategic parties declined to enter into confidentiality agreements and instead met with Qlik management and received a presentation based on publicly available information.

On March 25, 2016, Reuters reported that Qlik had begun exploring strategic alternatives after coming under pressure from an activist shareholder, and further reported that Qlik was working with Morgan Stanley to explore a potential sale, in each case citing unnamed sources.

On March 28, 2016, Elliott amended its 13D to disclose that it had increased its position in Qlik and, as of that date, held beneficial ownership of approximately 5.0% of Qlik’s outstanding common stock and additional economic exposure to approximately 5.8% of Qlik’s outstanding common stock pursuant to notional principal amount derivative agreements.

On April 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it received a

 

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process update regarding the review of strategic alternatives, and specifically received an update from Morgan Stanley on potential strategic and financial buyers contacted to date and the proposed timetable for conducting management presentations. The Board of Directors also received an update on preliminary first quarter results and then reviewed a refined draft five-year management forecast which was materially consistent with the “steady state” scenario for Qlik provided to the Board of Directors at the March 21, 2016 meeting and used to develop Morgan Stanley’s preliminary views on strategic alternatives. Morgan Stanley provided an update that Party A and Party B were requesting permission to partner in their review of a potential transaction, and that Party B had also expressed an interest in pursuing a private investment in public equity (“PIPE”) transaction in lieu of a sale transaction. Representatives of Morgan Stanley advised the Board of Directors that if the request were not granted at such time, Morgan Stanley anticipated Party B would cease working on the transaction and Party A would slow down its efforts until it was allowed to partner with another firm, due to the fact neither firm would likely be willing to proceed as a standalone bidder due to the significant size of the equity investment in an acquisition of Qlik. In the view of Morgan Stanley, allowing Party A and Party B to partner in their review and potential bid would increase competition in the process by enabling the joint bid to progress more quickly and thereby compete more effectively with strategic buyers and financial sponsors. At such time, one of the twelve (12) strategic buyers contacted by Morgan Stanley had declined to participate in the process. Based on the foregoing, the Board of Directors determined that allowing Party A and Party B to partner in their review and potential bid would be in the best interests of Qlik and its stockholders and authorized such request.

On April 4, 2016, members of Qlik senior management met over dinner with representatives of Party A and Party B in Radnor, Pennsylvania to discuss Qlik’s business.

During the period from April 5, 2016 through April 25, 2016, Qlik management conducted management presentations attended by four (4) potential strategic acquirers and ten (10) potential financial sponsors in total (including separately each of Party A and Party B). All ten (10) of the financial sponsors who received management presentations received access to an electronic data room containing due diligence materials. These parties were able to perform due diligence on Qlik’s business and were given access to Qlik’s management team for follow-up due diligence requests. None of the strategic buyers who received management presentations requested data room access or expressed an intent to submit a proposal to acquire Qlik prior to the date of entry into the Merger Agreement. Two (2) of these strategic buyers requested and received a written copy of the management presentation following the meeting and responses to specific follow-up informational requests (including, in the case of one strategic buyer, a follow-up teleconference with Qlik management).

On April 5, 2016, Qlik management conducted a management presentation attended by Parties A and B at Qlik’s headquarters in Radnor, Pennsylvania.

Also on April 5, 2016, members of Qlik senior management met over dinner with representatives of Thoma Bravo in Radnor, Pennsylvania to discuss Qlik’s business.

On April 6, 2016, Qlik management conducted a management presentation attended by Thoma Bravo at Qlik’s headquarters in Radnor, Pennsylvania.

On April 11, 2016, the Board of Directors held a special meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, Morgan Stanley provided an update on developments related to the process to explore sale alternatives, including potential strategic and financial buyers contacted to date by Morgan Stanley, the status of management presentations and the level of interest among potential buyers who had received management presentations, noting that each of the four strategic buyers who had requested management presentations to date had scheduled these for the week of April 18 (after presentations to most of the financial buyers). Representatives of Morgan Stanley also updated the Board of Directors on requests by financial buyers to discuss the proposed transaction with their respective debt and equity financing sources and expressed their view that financial buyers were unlikely to continue work on the transaction unless given authority to engage in discussions with potential debt financing sources at such time and that this would enhance competition in the process by enabling private equity buyers to more effectively compete

 

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with strategic buyers. Based on the foregoing, the Board of Directors determined to allow each private equity buyer who had completed a management presentation to engage with debt financing sources, subject to various limitations discussed with Morgan Stanley and Skadden intended to preserve the confidentiality of bids and prevent a bidder from locking up a financing source.

Also on April 11, 2016, a financial buyer (“Party C”), one of the ten financial sponsors who received management presentations, contacted Morgan Stanley and communicated that it was interested in learning more about Qlik and thereafter conducted due diligence.

On April 15, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it received an update on developments related to the process to explore sale alternatives, including potential strategic and financial buyers contacted to date by Morgan Stanley, the status of management presentations and the level of interest among potential buyers who had received management presentations. Representatives of Morgan Stanley advised implementing a near term “checkpoint” bid for financial buyers to encourage interested private equity buyers to progress their work towards a bid to enable such private equity buyers to more effectively compete with strategic buyers and to narrow the size of the process and focus on more engaged buyers. The Board of Directors then approved requesting initial non-binding indications of interest from financial buyers by April 26, 2016. A representative of Morgan Stanley also updated the Board of Directors regarding a meeting with a representative of Elliott, who had asserted that he was in direct contact with potential bidders participating in Qlik’s process, including Thoma Bravo, as well as prospective financing sources. The Elliott representative expressed his desire for Qlik to be acquired and for Qlik to publicly announce that it was reviewing strategic alternatives, noting that Elliott intended to deliver a letter to the Board of Directors prior to Qlik’s upcoming April 28, 2016 earnings call. The Board of Directors discussed their concerns as to potential unauthorized disclosures in connection with the process and the need to reinforce with bidders and their potential financing sources their confidentiality obligations. Also at the April 15, 2016 meeting, the Board of Directors reviewed a refined draft six-year management forecast which was materially consistent with the projections provided to the Board of Directors at the April 1, 2016 meeting, which reflected input from directors to management over the prior two weeks and reflected management’s forecast for an additional year, for the purpose of providing a forecast to bidders participating in the process (such forecast being the “Bidder Case” described under the section captioned “—Certain Financial Projections” below). The Board of Directors authorized Qlik and Morgan Stanley to provide the Bidder Case to bidders and discussed the need for creation of management forecasts with additional refinement and potentially reflecting various sensitivities or alternative assumptions, for the purpose of further informing the Board of Directors’ view of Qlik’s intrinsic value. Members of the Board of Directors discussed a number of factors and risks that could affect the long-term plan for Qlik, including the ability to improve margin performance and reduce G&A spending and the impact on growth rates, as well as timing and financial impact associated with the company’s Qlik Sense product transition and transitioning to cloud-based product technologies. Representatives of Skadden discussed with the Board of Directors the initial due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to the large number of bidders identified to date in the process, noting that the engagement letter contemplated that additional due diligence would be conducted as the process progressed as to a smaller number of relevant bidders (including as to portfolio companies of private equity bidders). Following review of these findings, the Board of Directors authorized the retention of Morgan Stanley as financial advisor to the Board of Directors in connection with Qlik’s review of strategic alternatives, including a potential sale transaction. Following the meeting, Qlik entered into an engagement letter with Morgan Stanley dated April 15, 2016, in connection with its review of strategic alternatives, including a sale transaction.

Also on April 15, 2016, Qlik management conducted a due diligence session with representatives of Thoma Bravo at Qlik’s headquarters in Radnor, Pennsylvania.

On April 18, 2016, the Board of Directors received a letter from Elliott (the “April 18 Letter”). The April 18 Letter continued to urge the Board of Directors to pursue an immediate sale process, reiterated Elliott’s view that stockholders would be highly supportive of such a process, and noted that Qlik’s stock price had increased 16% since the filing of the 13D.

 

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Also on April 18, 2016, Qlik management conducted two management presentations, each attended by a potential strategic buyer.

Also on April 18, 2016, members of Qlik management and Morgan Stanley conducted due diligence sessions with representatives of Party A and Party B in San Francisco, California.

On April 18 and April 19, 2016, initial bid process letters were sent to Thoma Bravo, Party A, Party B, Party C and five (5) other financial sponsors.

Also on April 19, 2016, members of Qlik management and Morgan Stanley conducted due diligence sessions with representatives of Party A and Party B in San Francisco, California.

Also on April 19, 2016, Qlik management conducted a management presentation attended by a potential strategic buyer.

On April 21, 2016, members of Qlik management and Morgan Stanley met telephonically with representatives of Party A and Party B and conducted an in-depth discussion of Qlik’s product offerings. Mr. Björk also met over dinner with the chief executive officer of one of Party A’s portfolio companies.

Also on April 21, 2016, members of Qlik management conducted two management presentations attended by a potential strategic buyer (“Strategic Party 1”) and a potential financial buyer (“Party D”).

On April 22, 2016, members of Qlik management and Morgan Stanley conducted due diligence sessions with representatives of Party C.

On April 22, 2016, members of Qlik management and Morgan Stanley conducted due diligence sessions with representatives of Party A and Party B.

On April 25, 2016, members of Qlik management conducted a due diligence session with representatives of Party A and Party B at Qlik’s headquarters in Radnor, Pennsylvania.

On April 26, 2016, three (3) parties (Party A and Party B (as a joint bid), Party C and Thoma Bravo) presented written preliminary non-binding indications of interest. Party A and Party B jointly indicated a per share price in the $30–$31 range, while Thoma Bravo’s indication of interest was in the $32–$34 range. Party C did not propose an acquisition of Qlik, but instead submitted a letter expressing interest in a PIPE transaction involving a purchase of convertible notes at an unspecified premium to market. One other financial sponsor (“Party E”) verbally expressed interest in a PIPE transaction or, alternatively, an acquisition transaction at the current trading price of Qlik’s common stock. The closing price of Qlik common stock on April 26, 2016 was $28.44.

Also on April 26, 2016, the Board of Directors received a letter from Elliott (the “April 26 Letter”). The April 26 Letter expressed Elliott’s views regarding Qlik, which were consistent with the views outlined in the March 8 Letter.

On April 27, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden, at which, among other things, management provided an update on first quarter performance for Qlik’s business and the quarterly report to be filed following the upcoming April 28, 2016 earnings call. Management also provided an update on management’s progress on developing four alternative forecast cases to the Bidder Case for the purpose of further informing the Board of Directors’ view of Qlik’s intrinsic value and confirmed certain parameters and key assumptions for such alternative forecast cases (the four alternative forecast cases, as later refined and approved by the Board of Directors, were the “Higher Revenue Growth Rates Case,” the “Faster Margin Improvement Case,” the “Aggressive Cloud Strategy Case” and the “Historical Performance Case” described under the section captioned

 

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“—Certain Financial Projections” below). Representatives of Morgan Stanley also summarized the checkpoint bids received from financial buyers and follow-up discussions with financial buyers who had not submitted checkpoint bids and updated the Board of Directors that Strategic Party 1 had followed up to express interest in continued due diligence, but that the three (3) other strategic buyers who received management presentations during the week of April 18 had either declined or were perceived by Morgan Stanley as likely to decline to pursue an acquisition of Qlik. Morgan Stanley discussed with the Board of Directors that two (2) strategic buyers who had declined management presentations (“Strategic Party 2” and “Strategic Party 3”, respectively) had expressed a desire to be kept informed as to whether Qlik would be sold at the conclusion of its process, noting that these strategic buyers would not require financing and were capable of moving quickly if interested in acquiring Qlik. The Board of Directors authorized Morgan Stanley to reinitiate contact with each of Strategic Parties 2 and 3 at an appropriate time as the process continued. In addition, the Board of Directors discussed with Morgan Stanley and Skadden the PIPE structure proposed by several private equity firms. Although the Board of Directors desired to continue to evaluate a PIPE or leveraged recapitalization along with other strategic alternatives, these structures were viewed as unlikely to be in the best interests of Qlik and its stockholders, including due to Qlik’s existing cash balance and, in the case of a PIPE transaction that would increase Qlik’s cash balance, the perceived lack of any available acquisition candidate or merger partner that would be transformative to Qlik’s business. Representatives of Morgan Stanley then updated the Board of Directors that during the past week representatives of Elliott (including a representative focused on strategic private investments in debt and equity rather than hedge fund investing) had contacted Morgan Stanley to express a desire to provide debt financing in connection with a sale transaction for Qlik, either by partnering with a specific debt financing source, which debt financing source was at that time working with Party A, Party B, Party C and Thoma Bravo, or by working directly with Party A or Thoma Bravo. Representatives of Skadden further updated the Board of Directors that they had subsequently discussed with this debt financing source its confidentiality obligations and its processes for preventing inappropriate flow of information among deal teams working with different bidders. The Board of Directors determined that it would not be in the best interests of Qlik or its stockholders to authorize Elliott to pursue a debt financing role at such time, given that multiple debt financing sources appeared to be available to bidders (and no bidder had expressed an interest in working with Elliott) and that Elliott, if allowed to participate as a debt financing source, would have an interest in the outcome of the transaction that would differ from the interests of other stockholders of Qlik. In addition, the Board of Directors viewed Elliott’s interest in providing debt financing, contact with a potential debt financing source to multiple bidders and contact with potential bidders as presenting significant risk to the competitive integrity and confidentiality of the overall process, and directed Qlik and its advisors to remind bidders and their financing sources of their confidentiality obligations.

On the evening of April 27, 2016, Bloomberg reported that Qlik had received preliminary offers from Thoma Bravo and two other private equity firms in connection with a deadline for first round proposals on April 26, 2016 and that another private equity firm was considering making an offer. The Bloomberg article cited unnamed sources.

On the morning of April 28, 2017, Qlik reported results for the first fiscal quarter of 2016, which exceeded management’s prior guidance for the period.

During the period from April 29, 2016 through May 31, 2016, Thoma Bravo conducted extensive confirmatory due diligence. Party A and Party B continued due diligence during this period.

Also on April 29, 2016, members of Qlik management held a product technology due diligence session with Strategic Party 1.

On April 30, 2016, a bid process letter was sent to a financial sponsor that had met with Qlik management later in the management presentation schedule, specifying a later deadline of May 2, 2016. This financial sponsor subsequently declined to pursue an acquisition of Qlik.

On May 3, 2016, Party D verbally expressed interest in pursuing a PIPE transaction or other minority stake or, alternatively, in participating in an acquisition of Qlik with another financial sponsor acting as the lead investor at a valuation in the range of $30.50 to 32.00.

 

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On May 6, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it reviewed the Higher Revenue Growth Rates Case, the Faster Margin Improvement Case, the Aggressive Cloud Strategy Case and the Historical Performance Case and authorized Morgan Stanley to use these alternative scenarios, together with the Bidder Case, for purposes of preparing financial analyses with respect to Qlik and its evaluation of strategic alternatives. Representatives of Morgan Stanley also provided an update on communications received from Elliott as to its interest in providing debt financing and request for a non-disclosure agreement. Representatives of Morgan Stanley provided an update on the level of interest and engagement among potential strategic and financial buyers contacted to date by Morgan Stanley, including that Strategic Party 1 had informed Morgan Stanley it was less likely to proceed and needed one to two weeks to further evaluate, that Morgan Stanley recommended reaching out to Strategic Parties 2 and 3 closer to a final bid deadline and that only one of the large technology companies contacted following April 11, 2016 had expressed interest in potentially receiving a management presentation (“Strategic Party 4”). In addition, representatives of Morgan Stanley provided an update regarding their follow-up discussions with Party C during the week of May 2, 2016, and indicated that none of Party C, Party D or Party E appeared likely to pursue an acquisition of 100% of Qlik. Upon the recommendation of Morgan Stanley, the Board of Directors authorized Qlik to permit Party A, Party B and Thoma Bravo to each engage with equity financing sources, subject to various limitations discussed with Morgan Stanley and Skadden intended to preserve confidentiality of bids and prevent a bidder from locking up a financing source.

On May 9, 2016, Mr. Björk and Mr. MacCarrick met with representatives of Thoma Bravo in Radnor, Pennsylvania.

On May 10, 2016, Morgan Stanley sent final bid process letters to Party A, Party B and Thoma Bravo, requesting marked drafts of Qlik’s proposed form of merger agreement by May 23, 2016, and setting a final bid deadline of May 31, 2016. Members of Qlik management and Morgan Stanley also conducted a full-day due diligence session with representatives of Thoma Bravo.

On May 12, 2016, Qlik held its annual stockholder meeting in Philadelphia, Pennsylvania. Following this meeting, the Board of Directors held a meeting attended in person or telephonically by members of senior management and representatives of Morgan Stanley, Skadden and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, legal counsel to Qlik (“Gunderson”). Representatives of Skadden and Gunderson reviewed the directors’ fiduciary duties. Among other matters discussed, the Board of Directors received an update on the level of interest and engagement among potential strategic buyers, including that Strategic Party 1 appeared unlikely to proceed and had not continued to engage, that Morgan Stanley had met with Strategic Party 2 to assess their interest and had scheduled a meeting with Strategic Party 3 and that Strategic Party 4 had not continued to engage. The Board of Directors also received an update on the level of interest and engagement among potential financial buyers, noting that Thoma Bravo appeared more engaged than Party A and Party B. Representatives of Morgan Stanley also reviewed with the Board of Directors their preliminary financial analyses. The Board of Directors discussed the strategic alternatives available to Qlik, including continuing as a standalone public company while implementing alternatives reflected by the Management Projections, a leveraged recapitalization (either on a standalone basis or through a debt or equity investment by a private equity firm), or a sale of Qlik to a strategic or financial buyer to the extent available on attractive terms, and determined to continue to evaluate each of these alternatives while engaging with interested potential buyers. The Board of Directors expressed concern over the effect of leaks to the media and other unauthorized disclosures on Qlik’s process for seeking potential buyers, including concern that remaining private equity buyers would cease to be willing to participate in the process or alter their bidding strategies as a result of speculation concerning the process or inappropriate flow of information. Representatives of Skadden and Gunderson also reviewed with the Board of Directors key terms of Qlik’s draft merger agreement which was to be provided to bidders.

On May 13, 2016, Morgan Stanley distributed the draft merger agreement to Party A, Party B and Thoma Bravo.

On May 20, 2016, a representative of the consortium of Party A and Party B contacted a representative of Morgan Stanley and expressed that Party A and Party B would not be able to complete their due diligence by the

 

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final bid deadline and that their joint bid was unlikely to propose a transaction at a price above the current trading price of Qlik’s common stock. The closing price of Qlik common stock on May 20, 2016 was $30.95.

On May 25, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, representatives of Skadden discussed with the Board of Directors the further due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Party A, Party B, Thoma Bravo and certain of their respective portfolio companies known to Morgan Stanley, as well as updated due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott. The Board of Directors reviewed these findings and determined that it would be in the best interests of Qlik and its stockholders for the Board of Directors to continue to use Morgan Stanley as its financial advisor.

On May 25, 2016, Skadden received a markup of the draft merger agreement as well as, on May 26, 2016, drafts of Thoma Bravo’s forms of equity commitment letter and limited guaranty, from Thoma Bravo’s legal counsel, Kirkland & Ellis LLP (“Kirkland”).

On the morning of May 27, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it authorized the formation of a transaction committee of the Board of Directors, comprised of Mr. Gavin, Mr. Golden and Mr. Tomlinson (the “Transaction Committee”), to permit efficient involvement by the Board of Directors in the review, evaluation and negotiation of a potential sale transaction and related oversight of Qlik management and Qlik’s advisors. In particular, the Board of Directors viewed the formation of this committee as beneficial given the possibility that following receipt of final bids, if any, it could be desirable to seek to finalize proposed terms quickly given the potential for further leaks to the media as to the process and the resulting significant risks to that process. The Transaction Committee was not authorized to approve or adopt a merger agreement and was instead directed to report to the Board of Directors its findings and recommendations as to whether a potential sale transaction was advisable and in the best interests of Qlik and its stockholders.

Later on May 27, 2016, representatives of Skadden met telephonically with representatives of Kirkland to discuss certain elements of Thoma Bravo’s markup of the draft merger agreement, including the circumstances under which the Board of Directors would be permitted to change its recommendation to Qlik stockholders, the size of the termination fee payable by Qlik, the circumstances under which Qlik would be obligated to pay a termination fee and expense reimbursement, the term of any “match” rights associated with a change of recommendation, new closing conditions affecting deal certainty, Thoma Bravo’s obligations to accept “flex” terms under its debt commitments, Thoma Bravo’s proposal as to remedies available to Qlik where specific performance is not available because Thoma Bravo’s debt financing is not available, and the circumstances under which Thoma Bravo would be obligated to pay Qlik the reverse termination fee and the size of this fee.

On May 29, 2016, Skadden received a revised markup of the draft merger agreement from Kirkland, reflecting concessions by Thoma Bravo as to certain of the elements discussed among counsel on May 27, 2016.

On May 30, 2016, Skadden received a draft form of voting agreement from Kirkland, pursuant to which, among other things, Qlik’s directors and executive officers would agree to vote in favor of the Merger.

On May 31, 2016, members of Qlik management conducted a management presentation attended by Strategic Party 4. As Strategic Party 4 had declined to enter into a confidentiality agreement, it received a presentation based on publicly available information.

At approximately 3:18 p.m., Eastern time, on May 31, 2016, Reuters reported that Thoma Bravo was preparing to submit a binding bid for Qlik as early as that day, and was planning to offer between $28 and $30 per share. Reuters also reported that other private equity firms decided against making binding offers for Qlik because of the company’s high valuation expectations, but that it was possible that a party other than Thoma Bravo could make an offer. The Reuters article cited unnamed sources. The closing price of Qlik common stock on May 27, 2016 was $31.94. Following release of the Reuters article, Qlik common stock closed at $28.70 on May 31, 2016.

 

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Following the release of the Reuters article on May 31, 2016, Morgan Stanley received a bid from Thoma Bravo, stating that Thoma Bravo would be willing to execute the draft merger agreement submitted to Skadden on May 29 and purchase all outstanding shares of Qlik common stock at a price of $29.00 per share in cash. Thoma Bravo’s bid contemplated that Qlik would negotiate exclusively with Thoma Bravo for a period of 72 hours following delivery, with automatic extensions of additional 48-hour periods unless either party elected to terminate such extension. Thoma Bravo also submitted a debt commitment letter executed by the Lenders.

Also on May 31, 2016 following release of the Reuters article, Morgan Stanley received a joint bid from Party A and Party B offering $28.00–$29.00 per share and indicating a willingness to complete due diligence and execute a definitive merger agreement within ten days.

At 9:30 a.m., Eastern time, on June 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it reviewed and discussed Thoma Bravo’s $29.00 per share final bid submission (including the proposed debt financing terms), Party A and Party B’s $28.00–29.00 per share offer and the likelihood of receiving a higher bid from either a strategic or financial buyer in the near term or longer term. Representatives of Morgan Stanley reviewed with the Board of Directors its financial analyses of the proposed transaction based on the $29.00 per share proposal. The Board of Directors reviewed potential alternatives available to Qlik, including remaining a standalone public company while seeking to successfully implement alternatives reflected by the Management Projections, a leveraged recapitalization (either on a standalone basis or through a PIPE transaction with a private equity firm), or a sale of Qlik to Thoma Bravo or another strategic or financial buyer. Representatives of Morgan Stanley updated the Board of Directors as to the management presentation provided to Strategic Party 4 on May 31, 2016, which meeting was the initial meeting with Strategic Party 4 after Morgan Stanley first contacted them on May 5, 2016. The Board of Directors decided to continue to pursue discussions with Thoma Bravo regarding a potential transaction and instructed Morgan Stanley to discuss consideration of $31.00 per share with Thoma Bravo. The Board of Directors also discussed their significant concern over the effect of leaks to the media and other unauthorized disclosures on Qlik’s process for negotiating transaction terms with Thoma Bravo and the risk that Thoma Bravo would alter its bidding strategy as a result of speculation concerning the process or inappropriate flow of information. In light of these perceived risks and the view of the Board of Directors that additional time would not likely result in an increase to the proposed consideration from Thoma Bravo or another buyer, the Board of Directors authorized Morgan Stanley to seek to negotiate consideration of $31.00 per share with Thoma Bravo and to offer exclusivity for a period of 48 hours. Representatives of Skadden reviewed with the Board of Directors certain unresolved issues in Thoma Bravo’s markup of the draft merger agreement, including the size of the termination fee payable by Qlik, new closing conditions affecting deal certainty (including a condition in Thoma Bravo’s debt commitment letter as to minimum pro forma cash), the expiration date for Thoma Bravo’s debt commitment letter, Thoma Bravo’s proposal as to remedies available to Qlik where specific performance is not available because Thoma Bravo’s debt financing is not available, the circumstances under which Thoma Bravo would be obligated to pay Qlik the reverse termination fee and the size of this fee and the treatment of unvested restricted stock units, which treatment was viewed by the Board of Directors as significant to retention of key personnel through closing of the transaction. The Board of Directors discussed that the interests of Qlik’s management differed from other stockholders as to the treatment of unvested restricted stock units, as Thoma Bravo had proposed that all unvested restricted stock units would be converted at closing of the Merger into time-based cash awards, which would delay the cash outlay required to satisfy these obligations. In light of this potential conflict of interest, the Board of Directors directed the Transaction Committee to oversee the resolution of the treatment of unvested restricted stock units. Representatives of Skadden discussed with the Board of Directors the potential benefits of adopting a Delaware forum selection bylaw in connection with the entry into a merger agreement in order to eliminate the costs of multijurisdictional litigation in connection with the proposed transaction.

Following the meeting of the Board of Directors at 9:00 a.m., Eastern time, on June 1, 2016, representatives of Morgan Stanley contacted Thoma Bravo and proposed a potential transaction at $31.00 per share, with exclusivity for 48 hours, and requested that Thoma Bravo consider appropriate cushion to mitigate risk to Qlik as to the minimum pro forma cash condition in Thoma Bravo’s debt commitment letter. Thoma Bravo initially

 

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responded by proposing a potential transaction at $30.25 per share, but following further discussion with Morgan Stanley responded by proposing a potential transaction at $30.50 per share, noting that this price was Thoma Bravo’s best and final offer. Thoma Bravo also indicated that it would consider appropriate cushion to mitigate risk to Qlik as to the minimum pro forma cash condition in Thoma Bravo’s debt commitment letter. Thoma Bravo also reiterated its view that all unvested restricted stock units should be converted into time-based cash awards. Finally, Thoma Bravo expressed its desire to seek to finalize terms of the transaction and enter into a merger agreement prior to 9:00 a.m., Eastern time, on June 2, 2016.

At 2:00 p.m., Eastern time, on June 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, it received an update from Morgan Stanley as to its discussions with Thoma Bravo and the current proposal of $30.50 per share, noting that Thoma Bravo’s proposal assumed conversion of all unvested restricted stock units into time-based cash awards, with Thoma Bravo reviewing appropriate cushion as to the minimum pro forma cash condition in its debt commitment letter. Morgan Stanley also explained that Thoma Bravo desired to enter into a merger agreement prior to 9:00 a.m., Eastern time, on June 2, 2016. The Board of Directors directed Morgan Stanley and Skadden to continue discussions with Thoma Bravo and Kirkland based on the $30.50 per share proposal, to clarify and negotiate appropriate cushion as to the minimum pro forma cash condition in Thoma Bravo’s debt commitment letter and to negotiate key provisions of the merger agreement in accordance with the proposal reviewed with the Board of Directors at the meeting earlier that day, while seeking to reach compromise with Thoma Bravo as to treatment of unvested restricted stock units (which the Board of Directors viewed as significant to retention during the period prior to closing) subject to the oversight of the Transaction Committee. The Board of Directors authorized Qlik management to execute and deliver a 48-hour exclusivity agreement with Thoma Bravo and, in light of the perceived risks as to the effect of leaks to the media and other unauthorized disclosures on the ability to negotiate transaction terms with Thoma Bravo, the Board of Directors directed Morgan Stanley and Skadden to seek to conclude discussions with Thoma Bravo and Kirkland prior to 9:00 a.m., Eastern time, on June 2, 2016. Representatives of Skadden further discussed with the Board of Directors the potential benefits of adopting a Delaware forum selection bylaw in connection with the entry into a merger agreement in order to eliminate the costs of multijurisdictional litigation in connection with the Merger.

Following the meeting of the Board of Directors at 2:00 p.m., Eastern time, on June 1, 2016, Skadden provided Kirkland with a revised draft of the merger agreement, along with markups of the equity commitment letters, limited guaranty, debt commitment letter and voting agreement, reflecting Qlik’s position on unresolved issues, including, among other things, the size of the termination fee payable by Qlik, new closing conditions affecting deal certainty (including a condition in Thoma Bravo’s debt commitment letter as to minimum pro forma cash), the requirements for Qlik to transfer cash from foreign subsidiaries for purposes of funding the closing of the transaction, the expiration date for Thoma Bravo’s debt commitment letter, Thoma Bravo’s covenants in relation to obtaining its debt financing, the circumstances under which Thoma Bravo would be obligated to pay Qlik the reverse termination fee and the size of this fee, and the treatment of unvested restricted stock units. Thereafter, representatives of Kirkland and Skadden discussed and negotiated certain outstanding issues relating to the merger agreement and ancillary documents, among other things, the size of the termination fee payable by Qlik, an increase of $25 million to the aggregate equity commitment of Thoma Bravo for the purpose of additional cushion for Qlik’s benefit as to the minimum pro forma cash condition in Thoma Bravo’s debt commitment letter, the threshold for accuracy of Qlik’s capitalization representations and methodology for calculating the same, the request for Thoma Bravo to seek an extension of the expiration date for its debt commitment letter and a corresponding extension to the end date under the merger agreement, the circumstances under which Thoma Bravo would be obligated to pay Qlik the reverse termination fee and the size of this fee. With the oversight and approval of the Transaction Committee, Qlik’s management negotiated with representatives of Thoma Bravo the resolution of the treatment of unvested restricted stock units. Representatives of Kirkland, Gunderson, and Qlik’s legal department concurrently discussed and negotiated certain outstanding issues relating to Qlik’s disclosure letter to the merger agreement.

 

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During the afternoon of June 1, 2016, a representative of Elliott contacted a representative of Morgan Stanley to express Elliott’s interest in providing up to $400 million of preferred equity financing in connection with an acquisition of Qlik by Thoma Bravo.

At 10:00 p.m., Eastern time, on June 1, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, representatives of Skadden reviewed with the Board of Directors the material terms of the merger agreement and the resolution of open items previously discussed with the Board of Directors. In addition, representatives of Skadden identified key remaining unresolved issues, including the threshold for accuracy of Qlik’s capitalization representations and methodology for calculating the same and the request for Thoma Bravo to seek an extension of the expiration date for its debt commitment letter and a corresponding extension to the end date under the merger agreement. Representatives of Morgan Stanley then provided an update as to Elliott’s offer to provide preferred equity financing. The Board of Directors discussed that Thoma Bravo had not requested to engage with Elliott as a potential debt or equity financing source and determined that the risks to the proposed transaction of pursuing Elliott’s proposal or allowing Thoma Bravo to pursue Elliott’s proposal outweighed the potential benefits. After considering the foregoing, the Board of Directors determined that pursuing Elliott’s proposal would not be in the best interests of Qlik and its stockholders. Representatives of Skadden and Morgan Stanley then reviewed with the Board of Directors an update to prior due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Thoma Bravo and certain of its portfolio companies known to Morgan Stanley, as well as updated due diligence conducted as to Morgan Stanley’s potential conflicts of interest relative to Elliott. The Board of Directors reviewed these findings and determined that it would be in the best interests of Qlik and its stockholders for the Board of Directors to continue to use Morgan Stanley as financial advisor. Representatives of Morgan Stanley then reviewed with the Board of Directors their financial analyses with respect to the proposed transaction. Following this presentation, representatives of Morgan Stanley delivered to the Board of Directors its oral opinion that, as of the date of its opinion and based upon and subject to the factors and assumptions set forth therein, the $30.50 in cash per share to be paid to holders of Qlik common stock was fair from a financial point of view to such holders. After further discussing potential reasons for and against the proposed transaction (see below under the heading “—Recommendation of the Board of Directors and Reasons for the Merger—Reasons for the Merger”), the Board of Directors directed representatives of Skadden to continue to finalize the terms of the merger agreement in accordance with the proposal reviewed with the Board of Directors.

During the remainder of June 1 and the early morning of June 2, representatives of Skadden, Gunderson, Qlik’s legal department and Kirkland continued to exchange drafts to finalize and resolve issues raised in the merger agreement and disclosure letter, the equity commitment letters, the limited guaranty and the debt commitment letter. Among the principal issues discussed were the condition for accuracy of Qlik’s capitalization representations and threshold and methodology for calculating the same and the proposed extension of the expiration date for Thoma Bravo’s debt commitment letter and corresponding change to the end date under the merger agreement.

At 7:00 a.m., Eastern time, on June 2, 2016, the Board of Directors held a telephonic meeting attended by members of senior management and representatives of Morgan Stanley and Skadden at which, among other things, representatives of Skadden reviewed with the Board of Directors the proposed resolution of key remaining issues in the merger agreement, including the proposed $10 million threshold for the condition as to accuracy of Qlik’s capitalization representations and the proposed extension of Thoma Bravo’s debt financing commitments and end date under the merger agreement to October 31, 2016. After further discussing potential reasons for and against the proposed transaction (see below under the heading “—Recommendation of the Board of Directors and Reasons for the Merger—Reasons for the Merger”), the Board of Directors unanimously adopted and declared the advisability of the Merger Agreement, and further declared that the Merger Agreement was in the best interests of Qlik and its stockholders, and recommended that Qlik’s stockholders approve the Merger Agreement. Additionally, the Board of Directors unanimously voted to amend Qlik’s bylaws to adopt an exclusive Delaware forum selection bylaw, having determined that such amendment and adoption was in the best interests of Qlik and its stockholders.

 

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Following the Board of Directors meeting on June 2, 2016, the parties finalized and executed the Merger Agreement and received executed final copies of the limited guaranty, the equity commitment letter, the debt commitment letters and the voting agreements.

Later on the morning of June 2, 2016 prior to the opening of trading of Qlik common stock on the NASDAQ, Qlik and Thoma Bravo issued a joint press release announcing the execution of the Merger Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Qlik and its stockholders; (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement; and (3) declared that the terms of the Merger Agreement are fair to Qlik and its stockholders.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Qlik to its named executive officers in connection with the Merger.

Reasons for the Merger

In evaluating the Merger Agreement and the transactions contemplated thereby, Qlik’s Board of Directors consulted with outside legal counsel, its financial advisor and Qlik’s senior management. In recommending that Qlik’s stockholders vote in favor of adoption of the Merger Agreement, the Board of Directors considered numerous positive factors relating to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including the following material factors (which factors are not necessarily presented in order of relative importance):

 

    The relationship of the Per Share Merger Consideration to the unaffected trading price of Qlik’s common stock, constituting a premium of approximately 40% to the unaffected ten (10)-day average stock price of Qlik’s common stock prior to March 3, 2016, the last trading day prior to the date that affiliates of Elliott announced that they had accumulated a significant minority interest in Qlik’s shares.

 

    The perceived risks and benefits of a variety of strategic alternatives for Qlik, including (i) significant additional cost-cutting to drive margin enhancement; (ii) accelerating investment in Qlik’s cloud-based technologies; (iii) a leveraged recapitalization; and (iv) a possible sale of Qlik to potential strategic or financial buyers. In addition, the perceived lack of any available acquisition candidate or merger partner that would be transformative to Qlik’s business if Qlik remained a public company.

 

    The financial forecasts prepared by Qlik’s senior management team, which reflected multiple potential strategic alternatives available to Qlik on a standalone basis and were not risk-adjusted for all scenarios. In addition, the view that these financial forecasts were based on assumptions that are difficult to project and were subject to high levels of uncertainty and also significant execution risk.

 

    Qlik’s failure to achieve forecasted results in a number of prior fiscal periods, which failure was viewed as reflecting risks inherent to Qlik’s business and the challenges to correctly projecting and realizing long-term forecasts in such business.

 

    The perceived risks associated with transitioning from Qlik’s historical focus on growth rate to increased focus on reducing operating expenses and increasing margins and the ability to successfully execute on this transition.

 

    The perceived risks associated with successfully implementing Qlik’s product transition strategies relative to QlikView and Qlik Sense while maintaining and developing customer relationships.

 

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    The pace and magnitude of ongoing changes in the market for Qlik’s products resulting from Qlik’s customers and industry participants transitioning from on-premises to cloud-based technologies.

 

    The competitive risks to Qlik’s business from existing and new entrants to Qlik’s industry, including competitive risks that may affect Qlik’s ability to realize benefits of investing in cloud-based technologies.

 

    The view that certain of the risks described above could occur in combination to negatively affect Qlik and its business.

 

    The fact that the all-cash Per Share Merger Consideration will provide certainty of value and liquidity to Qlik’s stockholders, while eliminating the effects of long-term business and execution risk to Qlik’s stockholders.

 

    The fact that Qlik actively sought proposals from several other parties that it believed were logical potential buyers, as more fully described above under the heading “— Background of the Merger,” including strategic buyers and financial sponsors:

 

    Qlik’s financial advisor contacted twelve (12) strategic buyers and twelve (12) financial sponsors and Qlik conducted management presentations attended by five (5) strategic buyers and ten (10) financial sponsors (including separately each of Party A and Party B).

 

    Of these parties, only Thoma Bravo and the consortium of Party A and Party B submitted proposals by the final bid deadline.

 

    Only Thoma Bravo submitted fully negotiated equity commitment letters and debt commitments and required no additional time for due diligence and negotiation with financing sources.

 

    The final round bid from the consortium of Party A and Party B indicated a range of $28.00 to $29.00 per share and required additional time for the consortium to conduct additional diligence and finalize its financing arrangements.

 

    The fact that, via extensive negotiations, Qlik was able to increase Thoma Bravo’s final round bid from $29.00 per share to $30.50 per share, which Qlik, after consultation with its financial advisor, believed was the maximum price at which Thoma Bravo would transact.

 

    The risk that prolonging the sale process further could have resulted in the loss of a favorable opportunity to successfully consummate a transaction on favorable terms.

 

    The financial analyses reviewed and discussed with the Board of Directors by representatives of Morgan Stanley at numerous meetings of the Board of Directors in connection with the Merger, which included the opinion of Morgan Stanley that, as of June 1, 2016, and based upon and subject to the factors and assumptions set forth in such opinion, the Per Share Merger Consideration to be paid to holders of shares of Qlik common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders, as more fully described below under the caption “— Opinion of Qlik’s Financial Advisor”

 

    The terms and conditions of the Merger Agreement and related transaction documents, including:

 

    Parent’s commitments in the Merger Agreement to use its reasonable best efforts to consummate the Merger (subject to the terms and conditions of the Merger Agreement);

 

    The fact that Parent’s obligation to complete the Merger is not conditioned upon receipt of financing and that Parent’s wholly owned subsidiary obtained a debt commitment letter upon signing of the Merger Agreement from the Lenders with limited conditionality customary for acquisition financing commitment letters;

 

    The equity commitments by the Thoma Bravo Funds to the transaction and the fact that Qlik is a named third party beneficiary in the equity commitment letters;

 

    Qlik’s ability, subject to certain conditions in the Merger Agreement, to seek specific performance of the Thoma Bravo Funds’ obligation to make the equity contributions pursuant to the equity commitment letters;

 

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    Qlik’s ability, under certain circumstances pursuant to the Merger Agreement, to seek specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement;

 

    The fact that in the event of a failure of the Merger to be consummated under certain circumstances, Parent will pay Qlik a reverse termination fee of $206,710,000, corresponding to approximately 7% of the purchase price, without the need for Qlik to establish any damages;

 

    Qlik’s ability to simultaneously pursue the alternative remedies of (i) specific performance, as described immediately above, and (ii) termination of the Merger Agreement and payment of the reverse termination fee by Parent (subject to the terms and conditions of the Merger Agreement);

 

    Parent’s commitment in the Merger Agreement to use reasonable best efforts to arrange its financing, including the commitment to seek alternative financing on terms and conditions not materially less favorable than the original financing (when taken as a whole);

 

    The fact that TBFXII has executed a limited guaranty in favor of Qlik with respect to certain of Parent’s and Merger Sub’s payment obligations under the Merger Agreement, including the reverse termination fee;

 

    Qlik’s ability, in certain circumstances, to furnish information to and conduct negotiations with a third party regarding an alternative proposal that the Board of Directors determines in good faith, after consulting with its financial advisor and outside counsel, constitutes or could reasonably be expected to lead to a superior proposal;

 

    The Board’s ability to change its recommendation in response to a superior proposal or terminate the Merger Agreement in favor of a superior proposal, subject to Parent’s ability to match such superior proposal and subject to paying Parent a termination fee of $103,350,000;

 

    The Board’s ability to change its recommendation in response to an intervening event not related to an alternative proposal not known or reasonably foreseeable by the Board of Directors prior to June 2, 2016, subject to Parent’s ability to propose adjustments to the terms and conditions of the Merger Agreement that may convince the Board of Directors not to change its recommendation, and subject to Parent’s right to terminate the Merger Agreement following such change in recommendation and to collect a termination fee of $103,350,000;

 

    The fact that the termination fee payable by the Company is approximately equal to 3.5% of the purchase price, which amount the Board of Directors believed was reasonable in light of, among other matters, the benefits of the Merger to Qlik’s stockholders, the typical size of such termination fees in similar transactions and the likelihood that a fee of such size would not be a meaningful deterrent to alternative acquisition proposals;

 

    The fact that the Merger is subject to the approval of the holders of a majority of the outstanding shares of Qlik’s common stock;

 

    The availability of statutory appraisal rights under the DGCL in connection with the Merger; and

 

    The fact that the Merger Agreement has customary terms and was the product of extensive arms-length negotiations by Qlik and Qlik’s professional advisors.

 

    The fact that resolutions approving the Merger Agreement were unanimously approved by the Board of Directors, which is comprised of a majority of independent directors who are neither affiliated with Thoma Bravo nor employees of Qlik or any of its subsidiaries, and which retained and received advice from Qlik’s outside legal counsel and financial advisor in evaluating, negotiating and recommending the terms of the Merger Agreement.

In the course of reaching the determinations and decisions and making the recommendation described above, the Board of Directors, in consultation with Qlik’s senior management, outside legal counsel and financial advisor, considered the risks and potentially negative factors relating to the Merger Agreement, the Merger and

 

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the other transactions contemplated by the Merger Agreement, including the following material factors (which factors are not necessarily presented in order of relative importance):

 

    The fact that Qlik’s public stockholders will have no ongoing equity interest in the surviving corporation following the Merger, meaning that the stockholders will cease to participate in Qlik’s potential future earnings or growth and benefit from any potential increases in the value of Qlik’s common stock.

 

    The possibility that the consummation of the Merger may be delayed or not occur at all, and the adverse impact such event would have on Qlik and its business.

 

    The restrictions on the conduct of Qlik’s business during the period between execution of the Merger Agreement and the consummation of the Merger, which may delay or prevent Qlik from undertaking business opportunities that may arise during such time which, absent the Merger Agreement, Qlik might otherwise have pursued.

 

    The possible disruption to Qlik’s business that may result from announcement of the Merger and the resulting distraction of management’s attention from day-to-day operations of the business.

 

    The potential negative effect of the pendency of the Merger Agreement on Qlik’s business, including uncertainty about the effect of the proposed Merger on Qlik’s employees, customers and other parties, which may impair Qlik’s ability to attract, retain and motivate key personnel, and could cause customers, suppliers and others to seek to change existing business relationships with Qlik.

 

    The fact that under the terms of the Merger Agreement, Qlik is unable to solicit other acquisition proposals during the pendency of the Merger Agreement.

 

    The fact that if the Merger is not consummated, Qlik will be required to pay its own expenses associated with the Merger Agreement, and the fact that the resulting public announcement of termination of the Merger Agreement could affect the trading price of Qlik’s common stock.

 

    The fact that the reverse termination fee will not be available in all instances in which the Merger Agreement is terminated (in which case Qlik would be able to pursue damages under the merger agreement only for fraud and only against Parent and Merger Sub, which would not have meaningful assets), and that under certain circumstances Qlik may be obligated to pay a termination fee to Parent.

 

    The fact that Qlik must reimburse Parent’s expenses up to $5 million if the Merger Agreement is terminated under certain circumstances (with the amount of such expenses deducted from any termination fee that subsequently becomes payable to Parent by Qlik).

 

    The fact that Parent requires substantial third party debt financing for the transaction and that in the event that the Lenders do not provide the debt financing under the debt commitment letter, Qlik will not be able to specifically enforce Parent’s obligations to consummate the transaction (and would instead in certain circumstances be entitled to payment of the reverse termination fee as provided under the Merger Agreement).

 

    The fact that the aggregate amount of the debt financing contemplated by the debt commitment letter and the equity financing contemplated by the equity commitment letters is less than the aggregate Merger consideration, and that Qlik will be required to make available cash at closing in order to fund payment of the aggregate Merger consideration, which may require Qlik to manage its cash position until the closing of the Merger and to transfer cash from its foreign subsidiaries.

 

    The fact that the receipt of cash by stockholders in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes.

 

    The fact that completion of Merger will require antitrust clearance in the United States and the European Union.

 

    The fact that some of Qlik’s directors and executive officers may be deemed to have interests in the Merger that are different from, or in addition to, the interests of Qlik’s stockholders generally, as more fully described below under the caption “— Interests of Qlik’s Directors and Executive Officers in the Merger.”

 

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The Board of Directors believed that, overall, the potential benefits of the Merger to Qlik’s stockholders outweighed the risks and uncertainties of the Merger.

The foregoing discussion of factors considered by the Board of Directors contains the material factors considered by the Board of Directors, but is not in any way intended to be exhaustive. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Each member of the Board of Directors applied his or her own business judgment to the process and may have given different weight to different factors. The Board of Directors did not undertake to make any specific determination as to whether any factor or any particular aspect of a factor supported or did not support its ultimate determination. The Board of Directors based its recommendation on the totality of the information presented.

Opinion of Qlik’s Financial Advisor

The Board of Directors retained Morgan Stanley as its financial advisor in connection with the Merger. The Board of Directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the industry, business and affairs of Qlik. At a meeting of the Board of Directors on June 1, 2016, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in a written opinion dated June 1, 2016, to the Board of Directors to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the Per Share Merger Consideration to be received by the holders of shares of Qlik common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Qlik common stock.

The full text of Morgan Stanley’s written opinion to the Board of Directors, dated June 1, 2016, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B. The foregoing summary of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion and the summary of Morgan Stanley’s opinion below carefully and in their entirety. Morgan Stanley’s opinion was for the benefit of the Board of Directors, in its capacity as such, and addressed only the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of shares of Qlik common stock pursuant to the Merger Agreement as of the date of the opinion and did not address any other aspects or implications of the Merger. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how Qlik’s stockholders should vote at any stockholders’ meeting, to be held in connection with the Merger or take any other action with respect to the Merger.

In connection with rendering its opinion, Morgan Stanley, among other things:

 

    reviewed certain publicly available financial statements and other business and financial information of Qlik;

 

    reviewed certain internal financial statements and other financial and operating data concerning Qlik;

 

    reviewed certain financial projections prepared by Qlik’s senior management team;

 

    discussed the past and current operations and financial condition and the prospects of Qlik, with management of Qlik;

 

    reviewed the reported prices and trading activity for Qlik’s common stock;

 

    compared the financial performance of Qlik and the prices and trading activity of Qlik’s common stock with that of certain other publicly traded companies comparable with Qlik and their securities;

 

    reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

 

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    participated in certain discussions and negotiations among representatives of Qlik, Thoma Bravo and their financial and legal advisors;

 

    reviewed the draft merger agreement dated as of June 1, 2016, the draft commitment letters from certain financing sources dated as of May 31, 2016, and certain related documents; and

 

    performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Qlik, and formed a substantial basis for the opinion. Morgan Stanley further relied upon the assurances of Qlik’s management that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Qlik’s management of the future financial performance of Qlik. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Thoma Bravo will obtain financing in accordance with the terms set forth in the draft commitment letters and that the final Merger Agreement will not differ in any material respects from the draft Merger Agreement provided to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Qlik and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Qlik’s officers, directors or employees, or any class of such persons, relative to the Per Share Merger Consideration to be received by the holders of shares of Qlik common stock in the Merger. Morgan Stanley expressed no opinion as to the relative fairness of any portion of the Per Share Merger Consideration to be paid pursuant to the draft Merger Agreement to holders of any equity securities of Qlik other than the holders of Qlik’s common stock. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of Qlik, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, June 1, 2016. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm the opinion.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated June 1, 2016 to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 31, 2016, the last full trading day prior to the meeting of the Board of Directors at which Morgan Stanley rendered its opinion, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger. The various analyses summarized below were based on the closing price of $28.70 per share of Qlik’s common stock as of May 31, 2016, and are not necessarily indicative of current market conditions. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

 

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In performing the financial analysis summarized below and arriving at its opinion, Morgan Stanley used and relied upon the Financial Projections, which are more fully described below under the section entitled “— Certain Financial Projections.”

Comparable Public Company Analysis

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Qlik with comparable publicly available consensus equity analyst research estimates for selected companies, selected based on Morgan Stanley’s professional judgement and experience, that share similar business characteristics and/or other similar operating characteristics (these companies are referred to as the “comparable companies”). These comparable companies were the following:

 

    Aspen Technology, Inc.

 

    Blackbaud, Inc.

 

    CommVault Systems, Inc.

 

    comScore, Inc.

 

    Endurance International Group Holdings, Inc.

 

    j2 Global, Inc.

 

    Manhattan Associates, Inc.

 

    MicroStrategy Incorporated

 

    NetSuite Inc.

 

    Pegasystems Inc.

 

    Splunk Inc.

 

    Tableau Software, Inc.

 

    The Ultimate Software Group, Inc.

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value (“AV”), which Morgan Stanley defined as fully-diluted market capitalization plus debt, less cash and cash equivalents, to estimated revenue (“AV/Revenue”), for calendar years 2016 and 2017, of Qlik and each of the comparable companies based on publicly available financial information for comparison purposes. Morgan Stanley used publicly available information for Qlik for this analysis for enhanced comparison with the comparable companies.

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV/Revenue for calendar years 2016 and 2017. For purposes of this analysis, Morgan Stanley utilized publicly available estimates of revenue, prepared by equity research analysts, available as of May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion).

Based on the outstanding shares of Qlik’s common stock on a fully-diluted basis as provided by the Company as of May 18, 2016 (the latest information available at the time of calculation), and the selected ranges of AV/Revenue, the analysis resulted in estimated implied value per share of Qlik’s common stock as of May 31, 2016, rounded to the nearest $0.25, as follows:

 

Calendar Year Financial Statistic Street Case    Selected Comparable Qlik
Multiple Ranges
     Implied Equity
Value Per Share of
Qlik Common
Stock ($)
 

Aggregate Value to Estimated 2016 Revenue

     2.5x – 4.0x       $ 22.00 – $32.50   

Aggregate Value to Estimated 2017 Revenue

     2.25x – 3.25x       $ 22.75 – $30.50   

 

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No company utilized in the public trading comparables analysis is identical to Qlik. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company’s estimated future earnings. The resulting potential future equity value is subsequently discounted to arrive at an estimate of the implied present equity value for such company.

For purposes of its analysis, Morgan Stanley reviewed and compared certain financial estimates for Qlik with comparable publicly available consensus equity analyst research estimates for technology companies with 2016 projected revenue of between $600 million to $2.5 billion, 5% to 25% projected 2016 revenue growth rates and 10% to 35% projected 2016 EBITDA margin. These companies were the following:

 

    Allscripts Healthcare Solutions, Inc.

 

    athenahealth, Inc.

 

    Blackbaud, Inc.

 

    Cadence Design Systems Inc.

 

    CommVault Systems, Inc.

 

    Constellation Software Inc.

 

    Grand Canyon Education, Inc.

 

    LifeLock, Inc.

 

    Manhattan Associates, Inc.

 

    Pegasystems, Inc.

 

    Rackspace Hosting, Inc.

 

    Red Hat, Inc.

 

    Sage Group plc

 

    Synchronoss Technologies, Inc.

 

    Synopsys Inc.

 

    Trend Micro Inc.

Based on its analysis of the relevant metrics for each of the companies above, Morgan Stanley determined a range of price to free cash flow and AV/Revenue multiples, based on the upper and lower quartiles of the company set for each metric. Morgan Stanley calculated 2019 equity values for each of the Management Projections using calendar year 2019 levered free cash flow estimates or revenue estimates from each of the Management Projections and under the Street Case by extrapolating an estimate of 2019 levered free cash flow from the Street Case estimates for calendar year 2018. “Levered free cash flow” was calculated by Morgan Stanley as Adjusted EBITDA plus cash interest, less cash taxes, less increase in operating working capital, less capital expenditures plus other non-cash operating items. To calculate the 2019 equity value for each case, based upon the application of its professional

 

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judgment and experience, Morgan Stanley applied, to the 2019 estimates, a range of price to levered free cash flow multiples of 18.0x to 24.0x with respect to the Bidder Case, Higher Revenue Growth Case, Faster Margin Improvement Case and Historical Performance Case, applied a range of AV/Revenue multiples of 3.5x to 4.5x with respect to the Aggressive Cloud Strategy Case, and applied a range of price to levered free cash flow multiples of 16.0x to 22.0x with respect to the Street Case. Each case’s 2019 equity value was then discounted to present value at May 31, 2016 using a discount rate of 11.1%, which discount rate was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect Qlik’s estimated cost of equity.

The following table summarizes Morgan Stanley’s analysis of implied equity value per share for Qlik common stock, rounded to the nearest $0.25:

 

Calendar Year 2019 Case    Comparable Company
Representative
Multiple Range
     Financial Metric    Implied Present Equity Value
Per Share of Qlik Common
Stock ($)
 

Bidder Case

     18.0x – 24.0x       Levered Free Cash Flow    $ 28.25 – $37.50   

Higher Revenue Growth Case

     18.0x – 24.0x       Levered Free Cash Flow    $ 28.00 – $37.25   

Faster Margin Improvement Case

     18.0x – 24.0x       Levered Free Cash Flow    $ 31.00 – $41.50   

Aggressive Cloud Strategy Case

     3.5x – 4.5x       Revenue    $ 24.25 – $30.00   

Historical Performance Case

     18.0x – 24.0x       Levered Free Cash Flow    $ 21.75 – $29.00   

Street Case

     16.0x – 22.0x       Levered Free Cash Flow    $ 15.50 – $21.50   

Morgan Stanley compared the foregoing ranges of implied present equity value per share of Qlik common stock to (1) the closing price per share of Qlik common stock of $28.70 on May 31, 2016, the last full trading day prior to the date on which Morgan Stanley rendered its opinion, and (2) the Per Share Merger Consideration of $30.50.

No company utilized in the discounted equity value analysis is identical to Qlik. In evaluating the companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Cash Flow Analysis

Morgan Stanley conducted a discounted cash flow analysis, which is designed to provide an implied value of an asset using estimates of the future unlevered free cash flows generated by the asset, taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” The “unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. Specifically, unlevered free cash flow represents Adjusted EBITDA, less stock-based compensation, less cash taxes, less increase in operating working capital, less capital expenditures, as applicable. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

Morgan Stanley calculated the present value of unlevered free cash flows for Qlik (1) for the calendar years 2016 through 2021 based upon the six-year projections provided by Qlik’s senior management team and (2) for the calendar years 2022 through 2025 based upon extrapolations from the projections in the Bidder Case, Higher Revenue Growth Case, Faster Margin Improvement Case and Historical Performance Case, which extrapolations were approved by Qlik and prepared for Morgan Stanley’s use in connection with its financial analyses and

 

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rendering its fairness opinion. Morgan Stanley did not conduct a discounted cash flow analysis on the Aggressive Cloud Strategy Case due to the large degree of uncertainty around the long-term free cash flow projections for this case.

Morgan Stanley also calculated a range of terminal values for Qlik at December 31, 2025 by applying a perpetual growth rate ranging from 2.0% to 4.0% to the unlevered free cash flows of Qlik. Morgan Stanley selected this perpetual growth rate range based on the application of Morgan Stanley’s professional judgment and experience. The unlevered free cash flows and the range of terminal values were then discounted to present values at May 31, 2016 using a range of discount rates from 10.3% to 11.8%, which range of discount rates was selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect Qlik’s estimated weighted average cost of capital.

This analysis indicated the following range of implied equity value per share for Qlik common stock, rounded to the nearest $0.25:

 

Financial Forecast Case    Implied Equity Value
Per Share of Qlik
Common Stock
 

Bidder Case

   $ 28.50 – $39.75   

Higher Revenue Growth Case

   $ 28.50 – $39.75   

Faster Margin Improvement Case

   $ 30.00 – $41.50   

Historical Performance Case

   $ 20.50 – $28.50   

Morgan Stanley compared the foregoing ranges of implied equity value per share of Qlik common stock to (1) the closing price per share of Qlik common stock of $28.70 on May 31, 2016, the last full trading day prior to the date on which Morgan Stanley rendered its opinion, and (2) the Per Share Merger Consideration of $30.50.

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions that share some characteristics with the Merger. Morgan Stanley compared publicly available statistics for selected transactions involving businesses that Morgan Stanley judged to be similar in certain respects to Qlik’s business and aspects thereof based on Morgan Stanley’s experience and familiarity with Qlik’s industry that closed between 2010 and May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion). Morgan Stanley selected such comparable transactions because they shared certain characteristics with the Merger, most notably because they were in the cloud and software sectors and each had a transaction value of greater than $1 billion and all types of consideration. The following is a list of the transactions reviewed:

Selected Transactions (Target / Acquirer(s))

 

    Airwatch LLC / VMware, Inc.

 

    Autonomy Corporation plc / Hewlett Packard Company

 

    Concur Technologies, Inc. / SAP SE

 

    SuccessFactors, Inc. / SAP SE

 

    Mandiant Corp. / FireEye, Inc.

 

    Sourcefire, Inc. / Cisco Systems, Inc.

 

    SolarWinds, Inc. / Silver Lake Partners and Thoma Bravo, LLC

 

    Ariba, Inc. / SAP SE

 

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    ArcSight, Inc. / Hewlett Packard Company

 

    ExactTarget, Inc. / Salesforce.com Inc.

 

    Responsys, Inc. / Oracle Corporation

 

    RightNow Technologies, Inc. / Oracle Corporation

 

    Acme Packet, Inc. / Oracle Corporation

 

    Taleo Corporation / Oracle Corporation

 

    Solera Holdings, Inc. / Vista Equity Partners

 

    Sybase, Inc. / SAP SE

 

    Informatica Corporation / Permira Funds

 

    SonicWALL, Inc. / Dell Inc.

 

    DealerTrack Technologies, Inc. / Cox Automotive, Inc.

 

    Art Technology Group, Inc. / Oracle Corporation

 

    Kenexa Corporation / International Business Machines Corporation

 

    Interactive Data Corporation / Intercontinental Exchange, Inc.

 

    Blue Coat Systems, Inc. / Bain Capital Partners

 

    Blackboard, Inc. / Providence Equity Partners, L.L.C.

 

    McAfee, Inc. / Intel Corporation

 

    Skillsoft Limited / Charterhouse Capital Partners LLP

 

    Sungard / Fidelity National Information Services, Inc.

 

    Misys plc / Vista Equity Partners

 

    Radiant Systems, Inc. / NCR Corporation

 

    VeriSign, Inc. / Symantec Corporation

 

    JDA Software Group, Inc. / RedPrairie Corporation

 

    Quest Software, Inc. / Dell Inc.

 

    Eclipsys Corporation / Allscripts-Misys Healthcare Solutions, Inc.

 

    Constant Contact, Inc. / Endurance International Group Holdings, Inc.

 

    Lawson Software, Inc. / Infor and Golden Gate Capital

 

    Novell, Inc. / Attachmate Corporation

 

    Websense, Inc. / Raytheon Company

For each of the transactions listed above, Morgan Stanley noted the multiple of aggregate equity value of the transaction to (1) the last twelve months revenue and (2) the next twelve months revenue, based on publicly available information.

Morgan Stanley also reviewed a total of 63 select precedent transactions occurring between 2011 and March 31, 2016 which involved U.S. publicly listed companies in the technology sector and had a transaction value of greater than $1 billion and all types of consideration. For these transactions, Morgan Stanley noted the ratio of AV of the transaction to the target company’s revenue for the twelve (12)-month period prior to the

 

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announcement date of the applicable transaction, (“LTM Revenue”, and such ratio, “AV/LTM Revenue”), and the ratio of AV of the transaction to the target company’s revenue for the twelve (12)-month period following the announcement date of the applicable transaction (“NTM Revenue”, and such ratio, “AV/NTM Revenue”).

Based on its analysis of the relevant metrics and time frame for each of the transactions listed above and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of financial multiples of the transactions and applied these ranges of financial multiples to the last twelve months’ revenue and next twelve months’ revenue for Qlik to calculate a range of implied equity values per share for Qlik common stock. For purposes of the NTM Revenue, Morgan Stanley utilized publicly available consensus equity analyst research estimates. The following table summarizes Morgan Stanley’s analysis of implied equity value per share for Qlik common stock, rounded to the nearest $0.25:

 

Precedent Transactions Financial Statistics

   Representative
Ranges
     Implied Equity Value
Per Share of Qlik
Common Stock ($)
 

Precedent Multiples (Street Case)

     

Aggregate Value to Estimated LTM Revenue

     3.4x – 4.3x       $ 25.75 – $31.50   

Aggregate Value to Estimated NTM Revenue

     3.1x – 4.3x       $ 27.00 – $35.50   

Morgan Stanley compared the foregoing ranges of implied equity value per share of Qlik common stock to (1) the closing price per share of Qlik common stock of $28.70 on May 31, 2016, the last full trading day prior to the date on which Morgan Stanley rendered its opinion, and (2) the Per Share Merger Consideration of $30.50.

No company or transaction utilized in the precedent transactions analysis is identical to Qlik or the Merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. The fact that points in the range of implied present value per share of Qlik derived from the valuation of precedent transactions were less than or greater than the Per Share Merger Consideration is not necessarily dispositive in connection with Morgan Stanley’s analysis of the Per Share Merger Consideration, but one of many factors Morgan Stanley considered.

Historical Trading Range Analysis

For reference only, and not as a component of its fairness analysis, Morgan Stanley performed a trading range analysis with respect to the historical share prices of Qlik’s common stock. Morgan Stanley reviewed the range of closing prices of Qlik’s common stock for various periods ending on May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion). Morgan Stanley observed the following:

 

Period Ending May 31, 2016

   Range of Trading
Prices ($)
 

Last 1 Month

   $ 28.70 – $31.94   

Last 3 Months

   $ 23.22 – $31.94   

Last 12 Months

   $ 17.61 – $41.92   

Morgan Stanley observed that Qlik’s common stock closed at $28.70 on May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion).

 

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Equity Research Analysts’ Future Price Targets

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for Qlik’s common stock prepared and published by equity research analysts prior to May 31, 2016 (the last full trading day prior to the date on which Morgan Stanley rendered its opinion). These targets reflected each analyst’s estimate of the future public market trading price of Qlik’s common stock. The range of undiscounted analyst price targets for Qlik’s common stock was $23.00 to $52.00 per share as of May 31, 2016. Morgan Stanley discounted the range of analyst price targets per share for our common stock by one year at a rate of 11.1%, which discount rate was selected by Morgan Stanley, upon the application of its professional judgment and experience, to reflect Qlik’s weighted average cost of capital. This analysis indicated an implied range of equity values for Qlik’s common stock of $20.75 to $46.75 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Qlik’s common stock, and these estimates are subject to uncertainties, including the future financial performance of Qlik and future financial market conditions.

General

In connection with the review of the Merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Qlik. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond Qlik’s control. These include, among other things, the impact of competition on Qlik’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of Qlik and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of shares of Qlik’s common stock pursuant to the Merger Agreement and in connection with the delivery of its oral opinion on June 1, 2016, to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Qlik’s common stock might actually trade.

The Per Share Merger Consideration to be received by the holders of shares of Qlik’s common stock (other than Parent, Merger Sub and stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) pursuant to the Merger Agreement was determined through arm’s length negotiations between Qlik and Parent and was approved by the Board of Directors. Morgan Stanley acted as financial advisor to the Board of Directors during these negotiations but did not, however, recommend any specific consideration to Qlik or the Board of Directors, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the Merger. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how Qlik’s stockholders should vote at any stockholders’ meeting that may be held in connection with the Merger, or whether the stockholders should take any other action in connection with the Merger.

 

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Morgan Stanley’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors in deciding to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the Per Share Merger Consideration pursuant to the Merger Agreement or of whether the Board of Directors would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

Morgan Stanley is acting as financial advisor to the Board of Directors in connection with the Merger and earned a fee of $3.0 million (the “Announcement Fee”) upon execution of the Merger Agreement. Morgan Stanley will be entitled to receive an additional approximately $29.7 million upon the completion of the Merger for serving in such capacity, representing a total fee of approximately $32.7 million (the “Transaction Fee”), against which the Announcement Fee will be credited. In addition, in the event the Merger is not completed and Qlik receives a reverse termination fee from Parent in connection with such termination, Morgan Stanley would be entitled to receive a fee equal to ten percent (10%) of such reverse termination fee, provided that such amount will not exceed the total Transaction Fee which would otherwise have been payable to Morgan Stanley and against which the Announcement Fee will be credited. Qlik has also agreed to reimburse Morgan Stanley for certain of its expenses incurred in performing its services, including fees and expenses of outside counsel to Morgan Stanley. In addition, Qlik has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement. In the two (2) years prior to the date of its opinion, Morgan Stanley received less than $1 million of fees for any financial advisory or financing services from Qlik. In the two (2) years prior to the date of Morgan Stanley’s opinion, Morgan Stanley and its affiliates have been engaged on financial advisory and financing assignments for Thoma Bravo and certain of its portfolio companies and have received approximately $10 – 15 million in fees for such services. Morgan Stanley may also seek to provide financial advisory or financing services to Qlik or Thoma Bravo in the future and would expect to receive fees for the rendering of these services.

Morgan Stanley, together with its affiliates, is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Parent and its affiliates, Qlik, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors or officers may have committed to invest in investment funds managed by Parent and its affiliates.

Certain Financial Projections

While Qlik has from time to time provided limited quarterly and full-year financial guidance in its regular earnings press releases and other investor materials, which may have covered, among other items, total revenues, non-GAAP income (loss) from operations and non-GAAP income (loss) per diluted share, Qlik’s management has not, as a matter of course, otherwise publicly disclosed projections or internal projections as to future performance, earnings or other results due to the unpredictability of the underlying assumptions and estimates.

In connection with the Board of Directors’ review of potential strategic alternatives and its evaluation of a potential sale transaction, Qlik’s management team prepared projections of Qlik’s financial performance for the fiscal years 2016 through 2021 (the “Bidder Case”). The Bidder Case was prepared to assist potential buyers participating in the process in valuing the Company. The Board of Directors reviewed the Bidder Case and

 

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authorized management to provide the Bidder Case to potential buyers, including Thoma Bravo. The Board of Directors also simultaneously instructed management to further develop alternative scenarios to the Bidder Case reflecting assumptions different from those underlying the Bidder Case as discussed with the Board of Directors. Accordingly, management prepared financial projections for the fiscal years 2016 through 2021 reflecting the four alternative scenarios described below (the “Higher Revenue Growth Rates Case”, the “Faster Margin Improvement Case”, the “Aggressive Cloud Strategy Case” and the “Historical Performance Case” and collectively with the Bidder Case, the “Management Projections”).

The Management Projections, other than the Bidder Case, were predicated upon, among others, the following assumptions:

The “Higher Revenue Growth Rates Case” assumes accelerated Qlik Sense perpetual license adoption in the market. It also assumes that cloud revenue growth moderates, and assumes enhancement of operating margins at a slower rate than the Bidder Case.

The “Faster Margin Improvement Case” assumes achieving a more normalized general and administrative cost base relative to revenue within eighteen (18) to twenty-four (24) months. It assumes success in reducing general and administrative costs below 10% by 2018 and below 7% – 8% by 2021, and identifying additional margin enhancement opportunities.

The “Aggressive Cloud Strategy Case” models driving to a market leadership position in cloud BI within three years (as measured by usage and/or revenue) by investing in cloud operations infrastructure. It assumes growth in the installed customer base using Qlik Sense in the cloud, expansion in the number of users and number of applications and an increase in the proportion of cloud-sourced revenue to license revenue.

The “Historical Performance Case” reflects actual historical revenue attainment against original forecasts over the last several years. It assumes that the cost base is more fixed than the Bidder Case and reflects a slower path to cost management.

For each set of Management Projections, financial projections were prepared for fiscal years 2022 through 2025 by extrapolating for future years (the “Extrapolated Projections”) based on assumptions provided by management and such extrapolations were reviewed and approved by Qlik management. The Management Projections and the Extrapolated Projections are collectively referred to as the “Financial Projections”.

The Financial Projections were provided to and considered by Qlik’s Board of Directors during its review of potential strategic alternatives and in connection with its evaluation of the proposed transaction with Thoma Bravo. In addition, the Financial Projections were used in connection with the rendering of Morgan Stanley’s fairness opinion to the Board of Directors and in performing its related financial analyses as described above under “— Opinion of Qlik’s Financial Advisor”.

The Financial Projections were prepared on a different basis, for a different purpose, and at a different time than Qlik’s public guidance as to its projected financial and operational results and on a different basis, for a different purpose and at a different time than any other internal financial projections that Qlik’s management may prepare or have prepared for its own use or for the use of the Board of Directors in evaluating Qlik’s business. The Financial Projections do not, and were not intended to, correspond to Qlik’s public guidance as to its projected financial and operational results for the upcoming fiscal year or fiscal quarter, and do not, and were not intended to, update or revise Qlik’s public guidance as to its projected financial and operational results for the upcoming fiscal year or fiscal quarter.

Qlik uses a variety of financial measures that are not in accordance with GAAP as supplemental measures to evaluate its operational performance. While Qlik believes that these non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of these non-GAAP financial

 

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measures. These non-GAAP financial measures are not reported by all of Qlik’s competitors and may not be directly comparable to similarly titled measures of such competitors due to potential differences in the exact method of calculation. Please read carefully “— Important Information About the Financial Projections” below.

The following tables summarize the Financial Projections prepared as described above.

Bidder Case

(amounts in millions)

 

     2016      2017      2018      2019      2020      2021  

Total Revenue

   $ 730       $ 865       $ 1,015       $ 1,185       $ 1,375       $ 1,585   

Non-GAAP Gross Profit

   $ 641       $ 753       $ 863       $ 1,021       $ 1,172       $ 1,304   

Adjusted EBIT

   $ 80       $ 140       $ 200       $ 243       $ 289       $ 341   

Adjusted EBITDA

   $ 93       $ 154       $ 216       $ 261       $ 310       $ 366   

Stock-Based Compensation

   $ 44       $ 52       $ 61       $ 71       $ 83       $ 95   

Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Bidder Case, to the most comparable GAAP financial measures:

 

GAAP Gross Profit

   $ 635       $ 748      $ 857      $ 1,013      $ 1,163      $ 1,294   

Reconciling items:

             

Stock-based compensation

     4         4        5        6        7        8   

Employer payroll taxes on stock transactions

     0         0        0        1        1        1   

Amortization of intangible assets

     2         1        1        1        1        1   

Non-GAAP Gross Profit

   $ 641       $ 753      $ 863      $ 1,021      $ 1,172      $ 1,304   

GAAP Net Income (Loss)

   $ 20       $ 76      $ 106      $ 134      $ 162      $ 196   

Reconciling Items:

             

Income tax expense

     9         13        36        45        54        65   

Interest income

     0         (8     (10     (14     (18     (24

Stock-based compensation

     44         52        61        71        83        95   

Employer payroll taxes on stock transactions

     3         4        5        6        7        8   

Amortization of intangible assets

     4         3        2        1        1        1   

Adjusted EBIT

   $ 80       $ 140      $ 200      $ 243      $ 289      $ 341   

Additional Reconciling Items:

             

Depreciation

   $ 13       $ 14      $ 16      $ 18      $ 21      $ 25   

Adjusted EBITDA

   $ 93       $ 154      $ 216      $ 261      $ 310      $ 366   

 

 

Higher Revenue Growth Rates Case

(amounts in millions)

 

     2016      2017      2018      2019      2020      2021  

Total Revenue

   $ 730       $ 883       $ 1,059       $ 1,262       $ 1,496       $ 1,762   

Non-GAAP Gross Profit

   $ 641       $ 771       $ 902       $ 1,093       $ 1,287       $ 1,473   

Adjusted EBIT

   $ 80       $ 123       $ 167       $ 226       $ 276       $ 332   

Adjusted EBITDA

   $ 93       $ 138       $ 184       $ 246       $ 300       $ 360   

Stock-Based Compensation

   $ 44       $ 53       $ 64       $ 76       $ 90       $ 106   

 

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Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Higher Revenue Growth Rates Case, to the most comparable GAAP financial measures:

 

GAAP Gross Profit

   $ 635       $ 766      $ 896      $ 1,085      $ 1,278      $ 1,463   

Reconciling items:

             

Stock-based compensation

     4         4        5        6        7        8   

Employer payroll taxes on stock transactions

     0         0        0        1        1        1   

Amortization of intangible assets

     2         1        1        1        1        1   

Non-GAAP Gross Profit

   $ 641       $ 771      $ 902      $ 1,093      $ 1,287      $ 1,473   

GAAP Net Income (Loss)

   $ 20       $ 60      $ 79      $ 118      $ 147      $ 179   

Reconciling Items:

             

Income tax expense

     9         10        27        39        49        60   

Interest income

     0         (7     (10     (14     (18     (23

Stock-based compensation

     44         53        64        76        90        106   

Employer payroll taxes on stock transactions

     3         4        5        6        7        9   

Amortization of intangible assets

     4         3        2        1        1        1   

Adjusted EBIT

   $ 80       $ 123      $ 167      $ 226      $ 276      $ 332   

Additional Reconciling Items:

             

Depreciation

     13         15        17        20        24        28   

Adjusted EBITDA

   $ 93       $ 138      $ 184      $ 246      $ 300      $ 360   

 

 

Faster Margin Improvement Case

(amounts in millions)

 

     2016      2017      2018      2019      2020      2021  

Total Revenue

   $ 730       $ 858       $ 995       $ 1,148       $ 1,315       $ 1,492   

Non-GAAP Gross Profit

   $ 641       $ 755       $ 872       $ 999       $ 1,130       $ 1,265   

Adjusted EBIT

   $ 80       $ 145       $ 205       $ 269       $ 322       $ 389   

Adjusted EBITDA

   $ 93       $ 159       $ 220       $ 286       $ 341       $ 411   

Stock-Based Compensation

   $ 44       $ 51       $ 60       $ 69       $ 79       $ 90   

Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Faster Margin Improvement Case, to the most comparable GAAP financial measures:

 

GAAP Gross Profit

   $ 635       $ 750      $ 866      $ 992      $ 1,122      $ 1,256   

Reconciling items:

             

Stock-based compensation

     4         4        5        5        6        7   

Employer payroll taxes on stock transactions

     0         0        0        1        1        1   

Amortization of intangible assets

     2         1        1        1        1        1   

Non-GAAP Gross Profit

   $ 641       $ 755      $ 872      $ 999      $ 1,130      $ 1,265   

GAAP Net Income (Loss)

   $ 20       $ 81      $ 111      $ 155      $ 191      $ 237   

Reconciling Items:

             

Income tax expense

     9         14        37        52        63        79   

Interest income

     0         (8     (10     (14     (19     (25

Stock-based compensation

     44         51        60        69        79        90   

Employer payroll taxes on stock transactions

     3         4        5        6        7        7   

Amortization of intangible assets

     4         3        2        1        1        1   

Adjusted EBIT

   $ 80       $ 145      $ 205      $ 269      $ 322      $ 389   

Additional Reconciling Items:

             

Depreciation

     13         14        15        17        19        22   

Adjusted EBITDA

   $ 93       $ 159      $ 220      $ 286      $ 341      $ 411   

 

 

 

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Aggressive Cloud Strategy Case

(amounts in millions)

 

     2016      2017     2018      2019      2020      2021  

Total Revenue

   $ 730        $ 686      $ 700       $ 806       $ 997       $ 1,236   

Non-GAAP Gross Profit

   $ 641        $ 490      $ 523       $ 599       $ 729       $ 872   

Adjusted EBIT

   $ 80       ($ 5   $ 20       $ 40       $ 100       $ 173   

Adjusted EBITDA

   $ 93        $ 9      $ 33       $ 55       $ 117       $ 194   

Stock-Based Compensation

   $ 44        $ 41      $ 42       $ 48       $ 60       $ 74   

Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Aggressive Cloud Strategy Case, to the most comparable GAAP financial measures:

 

GAAP Gross Profit

   $ 635       $ 485      $ 518      $ 594      $ 723      $ 864   

Reconciling items:

             

Stock-based compensation

     4         4        4        4        5        6   

Employer payroll taxes on stock transactions

     0         0        0        0        0        1   

Amortization of intangible assets

     2         1        1        1        1        1   

Non-GAAP Gross Profit

   $ 641       $ 490      $ 523      $ 599      $ 729      $ 872   

GAAP Net Income (Loss)

   $ 20       $ (38   $ (14   $ (3   $ 34      $ 79   

Reconciling Items:

             

Income tax expense

     9         (7     (5     (1     11        27   

Interest income

     0         (7     (8     (9     (11     (14

Stock-based compensation

     44         41        42        48        60        74   

Employer payroll taxes on stock transactions

     3         3        3        4        5        6   

Amortization of intangible assets

     4         3        2        1        1        1   

Adjusted EBIT

   $ 80       $ (5   $ 20      $ 40      $ 100      $ 173   

Additional Reconciling Items:

             

Depreciation

     13         14        13        15        17        21   

Adjusted EBITDA

   $ 93       $ 9      $ 33      $ 55      $ 117      $ 194   

 

 

Historical Performance Case

(amounts in millions)

Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Historical Performance Case, to the most comparable GAAP financial measures (in millions):

 

     2016      2017      2018      2019      2020      2021  

Total Revenue

   $ 712       $ 830       $ 961       $ 1,110       $ 1,271       $ 1,451   

Non-GAAP Gross Profit

   $ 626       $ 726       $ 841       $ 965       $ 1,101       $ 1,236   

Adjusted EBIT

   $ 65       $ 91       $ 126       $ 171       $ 211       $ 257   

Adjusted EBITDA

   $ 78       $ 106       $ 142       $ 189       $ 232       $ 281   

Stock-Based Compensation

   $ 43       $ 50       $ 58       $ 67       $ 76       $ 87   

 

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Set forth below is a reconciliation of non-GAAP gross profit, adjusted EBIT and adjusted EBITDA, provided above in the Historical Performance Case, to the most comparable GAAP financial measures:

 

GAAP Gross Profit

   $ 620       $ 721      $ 835      $ 958      $ 1,093      $ 1,227   

Reconciling items:

             

Stock-based compensation

     4         4        5        5        6        7   

Employer payroll taxes on stock transactions

     0         0        0        1        1        1   

Amortization of intangible assets

     2         1        1        1        1        1   

Non-GAAP Gross Profit

   $ 626       $ 726      $ 841      $ 965      $ 1,101      $ 1,236   

GAAP Net Income (Loss)

   $ 10       $ 35      $ 52      $ 82      $ 108      $ 137   

Reconciling Items:

             

Income tax expense

     5         6        18        27        36        45   

Interest income

     0         (7     (9     (12     (16     (20

Stock-based compensation

     43         50        58        67        76        87   

Employer payroll taxes on stock transactions

     3         4        5        6        6        7   

Amortization of intangible assets

     4         3        2        1        1        1   

Adjusted EBIT

   $ 65       $ 91      $ 126      $ 171      $ 211      $ 257   

Additional Reconciling Items:

             

Depreciation

     13         15        16        18        21        24   

Adjusted EBITDA

   $ 78       $ 106      $ 142      $ 189      $ 232      $ 281   

 

 

Unlevered Free Cash Flows

Additionally, at the direction of Qlik management, Morgan Stanley calculated, based on the financial projections provided by Qlik management, unlevered free cash flows for fiscal years 2016 through 2025 with respect to the Bidder Case, Higher Revenue Growth Case, Faster Margin Improvement Case and Historical Performance Case, for use in connection with its financial analysis.

The following is a summary of the unlevered free cash flows, which were prepared as described above, reviewed by and approved by Qlik management, and used by Morgan Stanley for the purposes of its financial analyses, and which are defined as Adjusted EBITDA, less cash taxes, less stock-based compensation, less increase in operating working capital, less capital expenditures.

A reconciliation of adjusted EBITDA to GAAP net income for the period covered by the management forecasts is included earlier in this section. Qlik is unable to provide a further quantitative reconciliation of unlevered free cash flows to GAAP metrics because of the difficulty in predicting the adjusting items in future periods. Moreover, Qlik does not believe, after taking into consideration the explanation of the definition of unlevered free cash flow, that additional quantitative reconciliation would have probable significance to investors.

(amounts in millions)

 

     2016      2017      2018      2019      2020      2021      2022      2023      2024      2025  

Bidder Case

   $ 53       $ 72       $ 122       $ 147       $ 176       $ 201       $ 238       $ 279       $ 326       $ 376   

Higher Revenue Growth Case

   $ 53       $ 57       $ 98       $ 140       $ 174       $ 205       $ 241       $ 283       $ 331       $ 384   

Faster Margin Improvement Case

   $ 53       $ 78       $ 129       $ 171       $ 206       $ 245       $ 277       $ 311       $ 348       $ 389   

Historical Performance Case

   $ 46       $ 37       $ 70       $ 101       $ 127       $ 149       $ 170       $ 195       $ 222       $ 252   

Important Information About the Financial Projections

While the Financial Projections summarized above were prepared in good faith and based on information available at the time of preparation, no assurance can be made regarding future events. The estimates and

 

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assumptions underlying the Financial Projections involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and information in our consolidated financial statements and notes thereto included in our most recent filings on Form 10-K and 10-Q, all of which are difficult to predict and many of which are beyond the control of Qlik. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results will likely differ, and may differ materially, from those reflected in the Financial Projections, whether or not the transaction is completed. As a result, the Financial Projections cannot be considered a reliable predictor of future operating results, and this information should not be relied on as such.

The Financial Projections were not created with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements and the use of non-GAAP measures or GAAP. In the view of Qlik management, each set of projections prepared by them was prepared on a reasonable basis based on the best information available to Qlik management at the time of preparation taking into account the assumptions underlying the relevant alternative scenario for such Financial Projections. The Financial Projections, however, are not fact and should not be relied upon as being necessarily indicative of future results of Qlik, and readers of this proxy statement are cautioned not to place undue reliance on this information. The inclusion of the Financial Projections in this proxy statement shall not be deemed an admission or representation by Qlik that such information is material. None of the Financial Projections reflects any impact of the Merger.

Neither Qlik’s independent registered public accounting firm nor any other independent accountants has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in the Financial Projections and, accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm assumes any responsibility for the prospective financial information.

Neither Qlik nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Qlik compared to the Financial Projections. The Financial Projections cover multiple years, and such information by its nature becomes subject to greater uncertainty with each successive year. Qlik does not undertake any obligation, except as required by law, to update or otherwise revise the Financial Projections contained in this proxy statement to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events or to reflect changes in general economic or industry conditions, even in the event that any or all of the underlying assumptions are shown to be in error.

The summary of the Financial Projections is not included in this proxy statement in order to induce any Qlik shareholder to vote in favor of the proposal to approve the Merger Agreement or any of the other proposals to be voted on at the Special Meeting.

Interests of Qlik’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders.

 

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Treatment of Equity-Based Awards

Treatment of Stock Options and Stock Appreciation Rights in the Merger

As of June 3, 2016, there were 8,464,646 outstanding options to acquire Qlik common stock of which 6,673,718 of the options were “in-the-money” that is with an exercise price less than $30.50 per share and 1,790,928 are “out-of-the-money” that is with an exercise price greater than $30.50 per share. Qlik’s directors and executive officers hold 2,288,332 “in-the-money” options. As of June 3, 2016, there were 261,191 outstanding stock appreciation rights and 826,938 outstanding MVSSARs with a base price less than $30.50 per share, of which 150,000 were held by our directors and executive officers. As of the Effective Time, each outstanding stock option, stock appreciation right and maximum value stock appreciation right, whether or not vested, will be cancelled and converted into the right to receive an amount in cash (subject to any applicable tax withholding) equal to the product of (1) the total number of shares of common stock subject to such outstanding option, stock appreciation right and maximum value stock appreciation right as of the Effective Time; and (2) the amount, if any, by which $30.50 exceeds the exercise or base price per share applicable to such outstanding option, stock appreciation right and maximum value stock appreciation right. Each outstanding option, stock appreciation right and maximum value stock appreciation right with an exercise or base price per share equal to or greater than $30.50 per share will be cancelled at the Effective Time without consideration.

Treatment of Restricted Stock Units in the Merger

As of June 3, 2016, there were 2,399,493 outstanding restricted stock units (rights to receive Qlik shares), 714,575 of which were held by our directors and executive officers. As of the Effective Time, each outstanding restricted stock unit will be cancelled and converted into the right to receive an amount in cash (subject to any applicable tax withholding) equal to the product of (1) the total number of shares of common stock subject to such award of restricted stock units as of the Effective Time; and (2) $30.50. Restricted stock units that are vested as of the Effective Time will receive such payment as soon as practicable following the Effective Time. Restricted stock units that are unvested as of the Effective Time will receive such amount upon vesting and such restricted stock units will also be subject to an accelerated vesting schedule. The accelerated vesting schedule (described below) will be applied by first accelerating the portion of each restricted stock unit which was otherwise scheduled to vest soonest following the Effective Time and thereafter in order from soonest to vest to latest to vest. Under this accelerated vesting schedule, one-third of the restricted stock units that are unvested immediately prior to the Effective Time shall become vested as of the Effective Time and will receive the cash payment described as soon as practicable following the Effective Time. An additional one-third of the unvested restricted stock unit shall receive the cash payment on the earlier of (i) the date the original vesting condition underlying the unvested restricted stock unit is satisfied or (ii) the first anniversary of the Effective Time. The remaining one-third of the unvested restricted stock units shall receive the cash payment shall be paid on the earlier of (i) the date the original vesting condition underlying the unvested restricted stock unit is satisfied or (ii) the eighteen (18)-month anniversary of the Effective Time. If the employment of a holder of an unvested restricted stock unit is terminated by the Surviving Corporation without cause following the Effective Time, the vesting conditions with respect to the restricted stock unit shall be deemed satisfied as of the last day of employment with the surviving corporation. For any restricted stock units subject to vesting based on the achievement of performance goals, the number of shares subject to the restricted stock unit shall be determined at the “target” level of performance. If the restricted stock unit does not specify a “target” level of performance, then the maximum number of shares subject to the restricted stock unit shall be deemed vested.

Director Equity Awards

Non-employee members of the Board of Directors receive equity awards in consideration of their service on the Board of Directors. All such awards will vest in full upon the Effective Time and all outstanding options and restricted stock units will be cancelled and paid out as described above. The non-employee members of the Board of Directors will be entitled to receive $1,854,685 in respect of such awards (based on the $30.50 merger consideration and the awards outstanding as of June 3, 2016).

 

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Equity Interests of Qlik’s Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards (both vested and unvested) that are in-the-money (at the $30.50 Per Share Merger Consideration in the case of options and SARs) and are currently held by each of Qlik’s executive officers and non-employee directors, in each case that either are currently vested or that will or may vest in connection with the Merger, assuming that the Effective Time occurs on June 3, 2016. The table also sets forth the values of these shares and equity awards based on the $30.50 Per Share Merger Consideration (minus the applicable exercise price for the in-the-money options). No new shares of common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger.

 

Name

  Shares
Held (#)
    Shares
Held ($)
    Options
Held (#) (1)
    Options
Held ($)
    Restricted
stock units
Held (#) (2)
    Restricted
stock units
Held ($)
    SARs
Held (#) (3)
    SARs
Held ($)
    Total ($)  

Lars Björk

    900,021      $ 27,450,641        895,900      $ 4,809,054        215,350      $ 6,568,175        —        $ —        $ 38,827,870   

Timothy MacCarrick

    21,251      $ 648,156        445,600      $ 1,159,164        77,675      $ 2,369,088        —        $ —        $ 4,176,407   

Eugene “Rick” Jackson

    —        $ —          185,500      $ 947,622        66,000      $ 2,013,000        —        $ —        $ 2,960,662   

Mark Thurmond

    —        $ —          313,400      $ 359,454        99,400      $ 3,031,700        —        $ —        $ 3,391,154   

Anthony Deighton

    6,407      $ 195,414        170,769      $ 687,136        67,450      $ 2,057,225        —        $ —        $ 2,939,775   

Bruce Golden

    59,710      $ 1,821,155        —        $ —          6,500      $ 198,250        —        $ —        $ 2,019,405   

John Gavin

    45,256      $ 1,380,308        20,000      $ 506,400        6,500      $ 198,250        —        $ —        $ 2,084,958   

Deborah Hopkins

    29,706      $ 906,033        —        $ —          6,500      $ 198,250        —        $ —        $ 1,104,283   

Alex Ott

    79,800      $ 2,433,900        —        $ —          6,500      $ 198,250        —        $ —        $ 2,632,150   

Steffan Tomlinson

    7,700      $ 234,850        48,263      $ 158,785        6,500      $ 198,250        —        $ —        $ 591,885   

Paul Wahl

    56,416      $ 1,720,688        —        $ —          6,500      $ 198,250        —        $ —        $ 1,918,938   

Deborah Lofton

    1,674      $ 51,057        281,800      $ 1,314,604        50,625      $ 1,544,063        —        $ —        $ 2,909,724   

Diane Adams

    8,531      $ 260,196        337,200      $ 747,292        46,950      $ 1,431,975        —        $ —        $ 2,439,463   

Dennis Johnson

    3,665      $ 111,783        114,800      $ 717,556        25,725      $ 784,613        —        $ —        $ 1,613,951   

Charles “Mike” Potter

    —        $ —          62,800      $ 169,814        26,400      $ 805,200        150,000      $ 75,000      $ 1,050,014   

 

(1) The directors and executive officers hold options to purchase an aggregate of 2,876,032 shares of common stock set forth in this column, which includes 1,168,751 vested “in-the-money” options and 1,119,581 unvested “in-the-money” options totaling 2,288,332 “in-the-money” options. The “in-the-money” options will be accelerated as of the Effective Time and will be cancelled and cashed out in connection with the Merger. The executive officers hold 587,700 outstanding options to purchase Qlik common stock that are “out-of-the-money” (per share exercise prices greater than the $30.50 Per Share Merger Consideration) that will be cancelled and receive no payment in connection with the Merger.
(2) The amounts set forth in this column assume termination of employment in connection with the Merger and, in the aggregate, payment for 714,575 unvested restricted stock units held by the directors and executive officers.
(3) This amount includes the cancellation and cashout of 65,625 unvested stock appreciation rights held by Mr. Potter in connection with the Merger.

Potential Severance Payments and Benefits

Employment Agreements

Qlik has entered into employment agreements with each of its executive officers that generally provide that if the executive officer’s employment is terminated by Qlik other than due to cause, death or disability, Qlik will continue to pay the executive officer’s salary for a period of between six (6) and nine (9) months, depending on the individual agreement, following the termination of employment, conditioned upon the execution by the executive officer of a release of claims. In addition to this severance amount, the executive officer will also receive any earned but unpaid bonus, a pro-rated bonus for days employed during the year of separation provided corporate and individual goals are achieved, and reimbursement, if applicable, of Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) payments during the period of severance payment.

Executive Severance Plan

Qlik has adopted the Amended and Restated Executive Severance Plan (the “Severance Plan”) that covers its executive officers, including the named executive officers, and which generally provides certain severance payments and benefits (described below) in the event of a qualifying termination of the employment during the twelve (12)-month period immediately following a change in control of Qlik (which will occur upon the closing

 

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of the transactions contemplated by the Merger Agreement). Qlik’s executive officers are entitled to the greater of the severance provided under the Severance Plan or under the officer’s individually negotiated employment agreement. In each case, the benefits under the Severance Plan are greater than the executive officers’ individually negotiated employment agreement. Under the Severance Plan, an executive officer who (i) in connection with or in the twelve (12) months following the Merger is subject to (a) an involuntary termination without “Cause” or (b) resigns pursuant to a “Constructive Termination;” (ii) has executed a general release of claims in favor of Qlik in a form provided by Qlik within the prescribed timeframe; and (iii) has entered into Qlik’s standard agreements relating to confidentiality, non-competition, non-solicitation, and non-interference, will be entitled to severance benefits. Mr. Björk’s benefits under the Severance Plan consist of: (a) continuation of base salary for eighteen (18) months, (b) a lump sum payment equal to 150% of his target annual bonus for the year of termination, and (c) payment by Qlik of COBRA premiums for continuing medical, dental and vision coverage for up to eighteen (18) months under Qlik’s plans. For Qlik’s other executive officers, benefits under the Severance Plan will consist of: (a) continuation of the officer’s respective base salary for twelve (12) months, (b) a lump sum payment equal to 100% of the officer’s target annual bonus for the year of termination, and (c) payment by Qlik of COBRA premiums for continuing medical, dental and vision coverage for up to twelve (12) months under Qlik’s plans. The severance amounts for the named executive officers are set forth below in the “Golden Parachute Compensation” section of this proxy statement. The estimated cash severance amounts for the other executive officers utilizing the same assumptions as those used in calculating the cash severance in the “Golden Parachute Compensation” table are as follows: Ms. Lofton $497,218; Ms. Adams $593,997; Mr. Johnson $462,321; and Mr. Potter $451,962. Mr. Potter’s payments have been converted to dollars from Swedish Krona based on the spot currency exchange rate on June 3, 2016.

For purposes of the Severance Plan, “Cause” has the meaning set forth in any individually negotiated and signed employment contract or agreement in effect between Qlik or a subsidiary and an executive officer, or, if no such agreement is in effect, “Cause” has the meaning set forth in Qlik’s 2010 Omnibus Equity Incentive Plan.

Constructive Termination” for purposes of the Severance Plan means the applicable executive officer’s termination of employment following the expiration of any cure period (discussed below) following the occurrence, without such executive officer’s consent, of one or more of the following: (i) a reduction by 10% or more of the executive officer’s aggregate level of base salary and target bonus (as compared to the level in effect immediately prior to the Merger); (ii) a material diminution in the executive officer’s authority, duties or responsibilities (as compared to the authority, duties or responsibilities in effect immediately prior to the Merger); (iii) Qlik’s requirement that the executive officer relocate the principal location from which the executive officer primarily performs his or her services to a location more than fifty (50) miles from the location from which such services were performed immediately prior to the Merger; (iv) a material breach by Qlik of any of the material provisions of an agreement with the executive officer; or (v) a failure or refusal of any successor company to assume the obligations of Qlik under an agreement with the executive officer. A termination will not be a Constructive Termination unless the executive officer gives Qlik written notice of such condition within 90 days after such condition first comes into existence and Qlik fails to remedy such condition within 30 days after receiving the executive officer’s written notice.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger was consummated on June 3, 2016, and that the employment of each of the named executive officers was immediately terminated other than for cause on that date. Qlik’s executive officers will not receive pension, non-qualified deferred compensation, tax reimbursement or other benefits in connection with the Merger. Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

 

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Golden Parachute Compensation

 

Name    Cash ($) (1)      Equity
($) (2)(3)
    

Perquisites/

Benefits ($) (4)

     Total  

Lars Björk

   $ 1,800,000       $ 11,377,229       $ 36,761       $ 13,213,990   

Timothy MacCarrick

   $ 841,750       $ 3,528,252       $ 21,321       $ 4,391,323   

Eugene “Rick” Jackson

   $ 725,900       $ 2,961,354       $ 21,032       $ 3,708,286   

Mark Thurmond

   $ 978,000       $ 3,391,154       $ 21,032       $ 4,390,186   

Anthony Deighton

   $ 603,500       $ 2,744,361       $ 20,340       $ 3,368,201   

 

(1) This amount represents the “double-trigger” cash severance payments to which each named executive officer may become entitled under the Severance Plan. Under the Severance Plan, the amounts become payable in the event that the employment of the applicable named executive officer terminates for reasons other than cause. For Mr. Björk this amount represents eighteen (18) months’ base salary continuation, lump sum payment equal to 150% of his target annual bonus, assuming payment as of June 3, 2016; and for the other named executive officers this amount represents twelve (12) months’ base salary continuation and lump sum payment of 100% target annual bonus for each of the executive officers, effective as of June 3, 2016.
(2) This amount represents the product of (a) $30.50 per share multiplied by (b) the number of shares subject to each named executive officer’s outstanding in-the-money options (i.e., options to purchase shares of Qlik common stock with an exercise price of less than $30.50 per share), and vesting of all unvested restricted stock units. In the case of the in-the-money options, the amount above is further reduced by their aggregate exercise price.
(3) This amount includes the cancellation and cashout of the named executive officers’ vested options to purchase Qlik common stock in connection with the Merger. As of June 3, 2016, the named executive officers hold 1,331,375 unvested options to purchase shares of Qlik common stock that, if “in-the-money” were fully vested in connection with the Merger and cancelled and cashed out for each named executive officer as follows: Mr. Björk $1,672,340, Mr. MacCarrick $737,418, Mr. Jackson $650,462, Mr. Thurmond $359,454 and Mr. Deighton $553,709. As of June 3, 2016, the named executive officers hold 525,875 unvested restricted stock units that will be vested and are assumed to be paid out in connection with the Merger to the named executive officers in the following amounts: Mr. Björk $6,568,175, Mr. MacCarrick $2,369,088, Mr. Jackson $2,013,000, Mr. Thurmond $3,031,700 and Mr. Deighton $2,057,225.
(4) This amount equals the estimated value of the “double-trigger” COBRA benefits to which each named executive officer may become entitled under the Severance Plan. These COBRA benefits will become due under the same terms and for the same periods as cash severance payments described in footnote 1.

The payments and benefits described above that are or may be payable to our executive officers in connection with the Merger could be subject to decrease (but not increase) in the event that it is determined that (i) the payment of the full amount of such payments and benefits would subject the executive officer to “golden parachute” excise taxes and (ii) a reduction in such payments and benefits would result in the executive being in a better after-tax position than the executive would be in if the full amount of payments and benefits were received. In the event a reduction of payments and benefits is applied, it would be the minimum reduction necessary so that the executive officer would not be subject to such “golden parachute” excise taxes.

Indemnification and Insurance of Directors and Officers

For a period of six (6) years from the Effective Time, Parent will cause all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time in favor of the current and former directors or officers of Qlik or any of its subsidiaries as provided in their respective governing or organizational documents and any indemnification or other similar agreements of Qlik or any of its subsidiaries in effect on the date of the Merger Agreement to continue in accordance with their terms (it being agreed that after the closing of the Merger such rights shall be mandatory rather than permissive, if applicable). For a period of six (6) years from and after the Effective Time, Parent will cause the Surviving Corporation to indemnify and hold harmless each current director or officer of Qlik or any of its subsidiaries against all claims, losses, liabilities, damages, judgements, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action,

 

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suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the effective time of the Merger, including the Merger Agreement and the transactions and actions contemplated thereby), arising out of or pertaining to the fact that such person is or was a director or officer of Qlik or any of its subsidiaries at or prior to the Effective Time, to the fullest extent permitted under applicable law. In the event of any such claim, Parent will cause the Surviving Corporation to advance expenses incurred in the defense of any such claim, subject to the Surviving Corporation’s receipt of an undertaking, if and only to the extent required by applicable law to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification.

For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Qlik or its subsidiaries or provide substitute policies, in either case, of not less than the existing coverage and having other terms not less favorable to the insured persons than the coverage currently maintained by Qlik with respect to claims arising from facts or events that occurred on or before the Effective Time, except that the Surviving Corporation will not be required to pay with respect to such insurance policies in the aggregate for all six (6) years, more than 300% of the aggregate annual premium most recently paid by Qlik prior to the date of the Merger Agreement. If the Surviving Corporation is unable to obtain such insurance coverage, it will obtain as much comparable insurance as possible for the years within such six (6)-year period for a premium equal to such maximum amount. In lieu of such insurance, prior to the closing of the Merger, Qlik may, at its option, purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for Qlik and its subsidiaries and their current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by Qlik and its subsidiaries, such tail to provide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by Qlik or its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time; provided that in no event shall the cost of any such tail policy exceed the maximum amount described in the preceding sentence. For more information, see the section captioned “The Merger Agreement — Indemnification and Insurance,” beginning on page 99 of this proxy statement.

Executive Officers Following the Merger

As of the date of this proxy statement, none of our executive officers has entered into any new agreement or arrangement with Qlik, Thoma Bravo or any of their affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to the date of the Merger Agreement, Thoma Bravo expressed interest in retaining Qlik’s executive officers following the Merger and for its internal purposes in modeling illustrative returns in an acquisition of Qlik assumed that Qlik employees would have an aggregate 12% direct or indirect equity interest in the Surviving Corporation. Although this assumption was disclosed to certain executive officers of Qlik, no agreement or arrangement has been entered into in this regard and Thoma Bravo could alter or elect not to pursue this equity interest in its discretion. In addition, on May 27, 2016, based on the view that this would be in the best interests of Qlik and its stockholders in advance of the final bid deadline of May 31, 2016, the Board of Directors authorized Mr. Björk to indicate to Thoma Bravo that he would be willing to roll over in the range of 20% of his pre-tax holdings of outstanding shares of Qlik common stock into equity in the Surviving Corporation or one of its affiliates. No agreement or arrangement has been entered into in this regard and Thoma Bravo or Mr. Björk could alter or elect not to pursue this rollover in its or his discretion. Prior to or following the Effective Time (but in any case following the time Qlik and Thoma Bravo agreed upon the Per Share Merger Consideration), it is anticipated that Thoma Bravo and Qlik’s executive officers will engage in negotiations regarding compensation, benefits and the right to purchase or participate in the equity of the Surviving Corporation and may enter into definitive agreements with certain of Qlik’s executive officers regarding employment or the right to purchase or participate in the equity of the Surviving Corporation or one or

 

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more of its affiliates on a going-forward basis following completion of the Merger. The Merger is not conditioned upon any Qlik executive officer agreeing to remain with the Surviving Corporation or to purchase or participate in such equity.

Financing of the Merger

We anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $3.2 billion, which includes approximately $3.0 billion to pay our stockholders the amounts due to them under the Merger Agreement and make payments due as of the Effective Time in respect of outstanding equity-based awards pursuant to the Merger Agreement and $200 million to fund cash to Qlik’s balance sheet and pay all fees and expenses payable by Parent and Merger Sub under the Merger Agreement and Parent’s agreements with the Lenders. These payments are expected to be funded through a combination of (i) equity financing of $1,799,500,000; (ii) borrowings under a $1.0 billion term loan facility and (iii) Qlik’s freely available cash, which will be made available for purposes of the closing as described below under “The Merger Agreement — Repatriation of Cash,” beginning on page 98 of this proxy statement.

Equity Financing

On June 2, 2016, Parent entered into equity commitment letters, which we refer to as the “Equity Commitment Letters”, each dated as of June 2, 2016, with the Thoma Bravo Funds, pursuant to which the Thoma Bravo Funds have committed to purchase, or cause the purchase of, $1,799,500,000 worth of the equity securities of Parent at or immediately prior to the Effective Time. The Equity Commitment Letters provide, among other things, that Qlik is an express third party beneficiary thereof in connection with Qlik’s exercise of its rights related to specific performance under the Merger Agreement. The Equity Commitment Letters may not be amended, revoked, modified or terminated, and no provision thereunder may be waived, except by an instrument in writing signed by Parent, Qlik and the Thoma Bravo Fund party to the applicable Equity Commitment Letter.

Debt Financing

Merger Sub and its direct parent, Project Alpha Intermediate Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Borrower”), have entered into a debt commitment letter, dated as of June 2, 2016, which we refer to as the “Debt Commitment Letter”, with Ares Capital Corporation, Ares Capital Management LLC, Golub Capital LLC, TPG Specialty Lending, Inc., Varagon Capital Partners, L.P. and American International Group, Inc., which we refer to collectively as the “Lenders”. Pursuant to the Debt Commitment Letter, the Lenders have committed, on a several basis, to provide an aggregate of $1.075 billion in secured debt financing to Borrower consisting of: (i) a term loan facility in an aggregate principal amount of $1.0 billion; and (ii) a revolving credit facility with a maximum availability of $75 million in the aggregate (which revolving credit facility may only be utilized on the date of the closing (a) to fund any original issue discount and/or upfront fees required to be funded pursuant to the fee letter entered into in connection with the Debt Commitment Letter and (b) for the purpose of issuing letters of credit to backstop or replace letters of credit outstanding on such date) (clauses (i) and (ii), collectively, the “Senior Credit Facility”). We refer to Ares Capital Corporation, in its capacity as administrative and collateral agent for the Lenders, as the “Agent”.

The commitments under the Debt Commitment Letter are made to Borrower, and may be assigned by Borrower to one or more of its affiliates that is a newly-formed wholly owned domestic shell company controlled, directly or indirectly, by Thoma Bravo LLC and its affiliates to effect the consummation of the Merger pursuant to the terms of the Debt Commitment Letter. Upon consummation of the Merger, the Surviving Corporation will be a guarantor under the Senior Credit Facility.

The commitment of the Lenders expires upon the earliest to occur of (i) October 31, 2016; (ii) the date Thoma Bravo notifies the Lenders of the termination or abandonment of the Merger; (iii) the closing of the

 

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transactions contemplated by the Merger Agreement without the use of the Senior Credit Facility; and (iv) the date on which the Merger Agreement terminates in accordance with its terms. The definitive documentation governing the Senior Credit Facility has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this document. Parent has agreed to use (and cause its affiliates to use) reasonable best efforts to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter. If any portion of the Debt Financing becomes unavailable on the terms and conditions or from the sources contemplated in the Debt Commitment Letter, the Merger Agreement requires Parent to use reasonable best efforts to arrange and obtain as promptly as practicable alternative financing from the same or alternative sources on terms and conditions not materially less favorable, taken as a whole, to Parent than those contained in the Debt Commitment Letter and in an amount sufficient to consummate the transactions contemplated by the Merger Agreement or replace any unavailable portion of the Debt Financing.

The availability of the Senior Credit Facility is subject, among other things, to the following conditions:

 

    Execution of facilities documentation and delivery of certain customary closing documents (including, among others, customary closing certificates and customary legal opinions);

 

    Thoma Bravo or the Thoma Bravo Funds shall fund, or shall cause to be funded, the Equity Financing contemplated by the Equity Commitment Letters substantially simultaneously with the initial funding of the Senior Credit Facility such that, after giving effect to such Equity Financing, the aggregate amount thereof will represent at least 63% of the sum of pro forma debt and equity capitalization of Qlik and its subsidiaries on such date after giving effect to the Merger and the establishment of the Senior Credit Facility;

 

    The Agent shall have received a certificate from an authorized officer of Qlik certifying that immediately upon giving effect to the Merger and the establishment of the Senior Credit Facility, the balance sheet of Qlik will reflect no less than $132 million in cash, calculated on a pro forma basis after giving effect to the Merger and the establishment of the Senior Credit Facility;

 

    Consummation of the Merger in accordance with the terms of the Merger Agreement substantially concurrently with the initial funding of the Senior Credit Facility (without giving effect to any material waiver, modification, consent or amendment to the Merger Agreement that is materially adverse to the interests of the Lenders under the Debt Financing without the consent of the Agent and the commitment parties that are lead arrangers of the Debt Financing, such consent not to be unreasonably withheld, delayed or conditioned);

 

    The Agent shall have received a solvency certificate from an authorized senior financial officer of Parent or Borrower;

 

    Since the date of the Merger Agreement, there shall not have occurred or arisen a Company Material Adverse Effect (as defined in the Merger Agreement);

 

    Concurrently with the funding of the Senior Credit Facility, payment of fees and out-of-pocket expenses to the Agent and the Lenders required to be paid on the closing date;

 

    On the closing date, after giving effect to the Merger and the establishment of the Senior Credit Facility, none of Parent, Borrower or any of their respective subsidiaries shall have any third party debt other than (i) the Senior Credit Facility, (ii) certain other indebtedness permitted to be incurred or outstanding on or prior to the closing date pursuant to the Merger Agreement, (iii) ordinary course capital leases and purchase money and equipment financings and (iv) other indebtedness approved by the lead managers of the Debt Financing in their reasonable discretion;

 

   

The lead arrangers of the Debt Financing shall have been afforded a fifteen (15) consecutive business day period following the delivery of the required annual and quarterly financial statements set forth in the Merger Agreement (provided that (i) such period shall not commence before July 5, 2016; (ii) if such period has not ended on or prior to August 22, 2016, then such period will commence no earlier

 

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than September 6, 2016; and (iii) if Qlik delivers or files the unaudited consolidated balance sheets and related unaudited statements of income, stockholders’ equity and cash flows related to Qlik for the fiscal quarter ending June 30, 2016, the period shall not commence until the date of such delivery or filing, whether or not the period has already run);

 

    So long as requested at least ten (10) days prior to the closing date, the Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the Patriot Act; and

 

    The accuracy of (i) certain specified representations made by the Borrower and guarantors under the definitive documentation for the Senior Credit Facility and (ii) such representations made by or with respect to Qlik in the Merger Agreement that are material to the interest of the Lenders, but only to the extent that Borrower or its applicable affiliates have the right to terminate its (or their) obligations under the Merger Agreement or to decline to consummate the Merger as a result of a breach of such representations and to the extent required by Section 7.03(a) of the Merger Agreement.

As of the date hereof, no alternative financing arrangements or alternative financing plans have been made in the event that the Debt Financing described herein is not available. Although the Debt Financing described above is not subject to a due diligence or “market out,” such financing may not be considered assured.

Limited Guaranty

Pursuant to the Limited Guaranty with TBFXII, TBFXII has agreed to guarantee the due, punctual and complete payment of certain liabilities and obligations of Parent or Merger Sub under the Merger Agreement, including (i) the reverse termination fee of $206,710,000 if and when such fee is payable to Qlik pursuant to the terms of the Merger Agreement; (ii) the indemnification and expense reimbursement obligations of Parent and Merger Sub in connection with any costs and expenses incurred or losses suffered by Qlik in connection with its cooperation with the arrangement of the Debt Financing and (iii) certain costs and expenses that Qlik may incur in connection with any suit or proceeding brought to obtain payment of the reverse termination fee and interest owing on the amount of the reverse termination fee from the date the reverse termination fee was required to be paid; provided that in no event shall the aggregate liability of TBFXII under the Limited Guaranty exceed $206,710,000. We refer to the obligations set forth in clauses (i), (ii) and (iii) of the preceding sentence as the “Guaranteed Obligations.”

Subject to specified exceptions, the Limited Guaranty will terminate upon the earliest of:

 

    the consummation of the closing in accordance with the terms of the Merger Agreement;

 

    the valid termination of the Merger Agreement in accordance with its terms, other than a termination pursuant to which Qlik would be entitled to payment of any of the Guaranteed Obligations, in which case the Limited Guaranty will terminate on the three (3)-month anniversary of such termination unless Qlik delivers a written notice with respect to the Guaranteed Obligations prior to such three (3)-month anniversary; provided that if the Merger Agreement has been so terminated and such notice has been provided, TBFXII shall have no further liability or obligation under the Limited Guaranty from and after the earliest of (x) a final, non-appealable order of a court of competent jurisdiction determining that TBFXII does not owe any amount under the Limited Guaranty, and (y) a written agreement among TBFXII and Qlik terminating the obligations and liabilities of the guarantor pursuant to the Limited Guaranty; and

 

    payment of the Guaranteed Obligations by TBFXII, Parent or Merger Sub.

Closing and Effective Time

The closing of the transactions contemplated by the Merger Agreement will take place no later than the second business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the

 

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conditions to closing of the transactions contemplated by the Merger Agreement (as described under the caption “The Merger Agreement — Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions. However, if the marketing period (as described under the caption “The Merger Agreement — Marketing Period”) has not ended at the time of the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions), then the closing will occur on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (i) a business day during the marketing period as may be specified by Parent on no less than two (2) business days’ prior written notice to Qlik; and (ii) the second business day after the final day of the marketing period.

Appraisal Rights

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, holders of shares of common stock who (i) do not vote in favor of the adoption of the Merger Agreement; (ii) continuously are the record holders of such shares through the Effective Time; and (iii) otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Qlik’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any holder of shares of common stock who wishes to exercise appraisal rights or who wishes to preserve such holder’s right to do so should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Qlik believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

 

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Stockholders wishing to exercise the right to seek an appraisal of their shares of common stock must do ALL of the following:

 

    the stockholder must not vote in favor of the proposal to adopt the Merger Agreement;

 

    the stockholder must deliver to Qlik a written demand for appraisal before the vote on the Merger Agreement at the Special Meeting;

 

    the stockholder must continuously hold the shares from the date of making the demand through the Effective Time (a stockholder will lose appraisal rights if the stockholder transfers the shares before the Effective Time); and

 

    the stockholder or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within one hundred twenty (120) days after the Effective Time. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote its shares.

Filing Written Demand

Any holder of shares of common stock wishing to exercise appraisal rights must deliver to Qlik, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A holder of shares of common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of Qlik’s stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock should be executed by or on behalf of the holder of record and must reasonably inform Qlik of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT

 

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WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Qlik Technologies Inc.

150 N. Radnor Chester Road, Suite E220

Radnor, Pennsylvania 19087

Attention: Corporate Secretary

Any holder of shares of common stock may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Qlik a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

Notice by the Surviving Corporation

If the Merger is completed, within ten (10) days after the Effective Time, the Surviving Corporation will notify each holder of shares of common stock who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the adoption of the Merger Agreement that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and holders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of common stock. Accordingly, any holders of shares of common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of common stock within the time and in the manner prescribed in Section 262. The failure of a holder of common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within one hundred twenty (120) days after the Effective Time, any holder of shares of common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which Qlik has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within ten (10) days after receipt of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such

 

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person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded appraisal of their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings.

Determination of Fair Value

After determining the holders of common stock entitled to appraisal, the Delaware Court of Chancery will appraise the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Qlik believes that the Per Share Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration. Neither Qlik nor Parent anticipates offering more than the Per Share Merger Consideration to any stockholder exercising appraisal rights, and each of Qlik and Parent reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock is less than the Per Share Merger Consideration. If a petition for appraisal is not timely filed, then

 

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the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of his, her or its shares of common stock under Section 262 fails to perfect, or loses or successfully withdraws, such holder’s right to appraisal, the stockholder’s shares of common stock will be deemed to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Per Share Merger Consideration in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of common stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within sixty (60) days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the court.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain U.S. federal income tax consequences of the Merger that are relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of common stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect.

This discussion is limited to holders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion does not describe any of the tax consequences arising under the laws of any state, local or foreign tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation) or the alternative minimum tax or the Medicare net investment income surtax that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

 

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This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

 

    holders who may be subject to special treatment under U.S. federal income tax laws, such as financial institutions; tax-exempt organizations; S-corporations or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes; insurance companies; mutual funds; dealers in stocks and securities; traders in securities that elect to use the mark-to-market method of accounting for their securities; regulated investment companies; real estate investment trusts; entities subject to the U.S. anti-inversion rules; or certain former citizens or long-term residents of the United States;

 

    holders holding the shares as part of a hedging, constructive sale or conversion, straddle or other risk reduction transaction;

 

    holders that received their shares of common stock in a compensatory transaction;

 

    holders who own an equity interest, actually or constructively, in Parent or the Surviving Corporation following the Merger;

 

    U.S. Holders whose “functional currency” is not the U.S. dollar;

 

    holders who hold their common stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States; or

 

    holders that do not vote in favor of the Merger and who properly demand appraisal of their shares under Section 262 of the DGCL.

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger described below. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of common stock that is for U.S. federal income tax purposes:

 

    a citizen or individual resident of the United States;

 

    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

 

    an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

    a trust (1) that is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in Section 7701(a)(30) of the Code; or (2) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

 

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The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). There are limitations on the deductibility of capital losses. If a U.S. Holder acquired different blocks of common stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of common stock.

A U.S. Holder may be subject to information reporting and backup withholding in connection with the Merger. Certain U.S. Holders are exempt from backup withholding, including corporations and certain tax exempt organizations. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder:

 

    Fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;

 

    Furnishes an incorrect taxpayer identification number; or

 

    Fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of common stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them in light of their particular circumstances.

In general, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

 

    the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case such gain generally will be subject to U.S. federal income tax at rates generally applicable to U.S. persons, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to the branch profits tax at a rate of 30% (or a lower rate under an applicable income tax treaty);

 

    such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the gain is realized, and certain other specified conditions are met, in which case such gain will be subject to U.S. federal income tax at a rate of 30% (or a lower rate under an applicable income tax treaty); or

 

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    Qlik is or has been a “United States real property holding corporation” as such term is defined in Section 897(c) of the Code (“USRPHC”) at any time within the shorter of the five-year period preceding the Merger or such Non-U.S. Holder’s holding period with respect to the applicable shares of common stock, which we refer to as the “relevant period,” and, if shares of common stock are regularly traded on an established securities market (within the meaning of Section 897(c)(3) of the Code), such Non-U.S. Holder owns directly or is deemed to own pursuant to attribution rules more than 5% of our common stock at any time during the relevant period, in which case such gain will be subject to U.S. federal income tax at rates generally applicable to U.S. persons (as described in the first bullet point above), except that the branch profits tax will not apply. Although we can make no assurances in this regard, we believe that we are not, and have not been, a USRPHC at any time during the five (5)-year period preceding the Merger.

Payments made to Non-U.S. Holders in the Merger may be subject to information reporting and backup withholding. Non-U.S. Holders generally can avoid backup withholding and information reporting by providing the paying agent with the applicable and properly executed IRS Form W-8 (or a substitute or successor form) certifying the holder’s non-U.S. status or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may also be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Regulatory Approvals Required for the Merger

Qlik and Parent have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include (i) the expiration or early termination of the applicable waiting period under the HSR Act and (ii) the European Commission under Article 6(1)(b) of Regulation 139/2004 declaring the Merger compatible with the internal European Union market.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until Qlik and Parent file a notification and report form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of waiting period following the parties’ filing of their respective HSR Act notification forms (typically a thirty (30) day period) or the early termination of that waiting period. Qlik and Parent made the necessary filings with the FTC and the Antitrust Division of the DOJ on June 15, 2016. Early termination of the waiting period under the HSR Act was granted on June 29, 2016.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

 

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Foreign Competition Laws

Qlik conducts business in Member States of the European Union. Council Regulation (EC) No. 139/2004, as amended, and accompanying regulations require notification of and approval by the European Commission of mergers or acquisitions involving parties with worldwide sales and European Union sales exceeding given thresholds before these mergers and acquisitions can be implemented. Qlik and Parent made an appropriate filing with the European Commission on June 24, 2016.

Pursuant to Council Regulation (EC) No. 139/2004, the European Commission has twenty-five (25) business days from the day following the date of receipt of a complete notification, which period may be extended to thirty-five (35) business days under certain circumstances, in which to consider whether the merger would significantly impede effective competition in the common market (as defined by European Union regulations) or a substantial part of it, in particular as a result of the creation or strengthening of a dominant position. By the end of that period, the European Commission must issue a decision either clearing the merger, which may be conditional upon satisfaction of the parties’ undertakings, or opening an in-depth “Phase II” investigation. A Phase II investigation may last a maximum of an additional one hundred twenty-five (125) business days. It is possible that an investigation could result in a challenge to the merger based on European Union competition law or regulations.

Other Regulatory Approvals

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained, and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

Legal Proceedings Regarding the Merger

Pennsylvania Stockholder Litigation

On June 15, 2016, a putative class action lawsuit was filed by a purported stockholder of Qlik against Qlik, its directors, Thoma Bravo, Parent and Merger Sub in Pennsylvania Court of Common Pleas of Delaware County, captioned Willems v. Qlik Technologies Inc., et al, Case No. 2016-005249. The action generally alleges that the members of the Board of Directors breached their fiduciary duties in connection with the proposed Merger by, among other things, failing to take steps to maximize the value of Qlik to its stockholders. Plaintiff further alleges that Qlik, Thoma Bravo, Parent and Merger Sub aided and abetted the directors’ alleged breaches of fiduciary duties. Plaintiff seeks, among other things, equitable relief to enjoin consummation of the Merger, rescission of the Merger and/or rescissory damages, and attorneys’ fees and costs. Qlik, Thoma Bravo, Parent, Merger Sub and the individual defendants all believe that the claims asserted against each of them are without merit and intend to vigorously defend against this lawsuit.

 

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement. Capitalized terms used in this section but not defined in this proxy statement have the meaning ascribed to them in the Merger Agreement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Qlik, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Parent and Merger Sub by Qlik in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among Qlik, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Qlik, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Qlik, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Qlik, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Qlik and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will be merged with and into Qlik, with Qlik continuing as a wholly owned subsidiary of Parent; and (2) the separate corporate existence of Merger Sub will thereupon cease.

Effective as of, and immediately following, the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of Qlik at the Effective Time will be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or until their successors have been duly elected or appointed and qualified, as the case may be. At the Effective Time, the certificate of incorporation of Qlik as the Surviving Corporation will be

 

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amended to be identical to the certificate set forth in Exhibit A to the Merger Agreement until changed or amended in accordance with applicable law and the applicable provisions of such certificate, and the bylaws of the Surviving Corporation, without any further action on the part of Qlik or Merger Sub, will be the bylaws of Merger Sub (except references to Merger Sub’s name will be replaced by references to “Qlik Technologies Inc.”).

Closing and Effective Time

The closing of the transactions contemplated by the Merger Agreement will take place no later than the second business day following the satisfaction or (to the extent permitted by law) waiver of all conditions to closing of the transactions contemplated by the Merger Agreement (described below under the caption “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the transactions contemplated by the Merger Agreement) or such other time agreed to in writing by Parent and Qlik. However, if the marketing period (described below under the caption “— Marketing Period”) has not ended as of the time of the satisfaction or waiver of such closing conditions, the closing of the transactions contemplated by the Merger Agreement will occur on the earlier of (1) a business day during the marketing period specified by Parent on no less than two (2) business days’ notice to Qlik; and (2) the second business day after the final day of the marketing period. Concurrently with the closing of the transactions contemplated by the Merger Agreement, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

Marketing Period

The marketing period means the first period of fifteen (15) consecutive business days commencing on the of delivery by Qlik to Parent of certain required financial information and ending prior to the closing date. Notwithstanding the foregoing, (i) the marketing period shall not commence before July 5, 2016; (ii) to the extent the marketing period has not been completed prior to August 22, 2016, the marketing period shall not be deemed to have commenced prior to September 6, 2016; (iii) if Qlik delivers (or publicly files) the unaudited consolidated balance sheets and related unaudited statements of income, stockholders’ equity and cash flows related to Qlik for the fiscal quarter ended June 30, 2016, the marketing period shall be deemed not to have commenced until the date of such delivery (or public filing), whether or not the marketing period had previously run; and (iv) the marketing period shall end on any earlier date that is the date on which the proceeds of the Debt Financing are obtained.

The required financial information referenced above consists of (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows related to Qlik for the three (3) most recently completed fiscal years ended at least ninety (90) days before the closing date; and (ii) unaudited consolidated balance sheets and related unaudited statements of income, stockholders’ equity and cash flows related to Qlik, for each subsequent fiscal quarter (other than the fourth fiscal quarter) ended at least forty-five (45) days before the closing date.

Merger Consideration

Common Stock

At the Effective Time, each outstanding share of common stock (other than shares owned by (1) Parent or Merger Sub; and (2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration (which is $30.50 per share, less any applicable withholding taxes). All shares converted into the right to receive the Per Share Merger Consideration will automatically be cancelled at the Effective Time.

 

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Outstanding Equity Awards

The Merger Agreement provides that Qlik’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

 

    Options. Each outstanding option to purchase shares of common stock, whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash (subject to any applicable tax withholding) equal to the product of (1) the amount, if any, by which $30.50 exceeds the exercise price per share of common stock underlying such stock option; and (2) the total number of shares of common stock subject to such option. Each option with an exercise price per share equal to or greater than $30.50 per share will be cancelled without consideration.

 

    Restricted Stock Units. Each award of restricted stock units that has vested but has not otherwise previously been settled will be converted into the right to receive an amount in cash (subject to any applicable tax withholding ) equal to the product of (1) $30.50 and (2) the total number of shares of common stock subject to such award of restricted stock units. Each award of restricted stock units which is unvested as of the Effective Time will be cancelled at that time and converted into the right to receive $30.50 with respect to each share of common stock subject thereto, with such payment being made (i) promptly following the Effective Time with respect to one-third of each unvested restricted stock unit award and (ii) with respect to the remaining two-thirds of each such award, in equal portions promptly following the twelve (12)- and eighteen (18)-month anniversaries of the Effective Time (or upon such earlier date as the restricted stock unit was otherwise scheduled to vest), provided the holder is continuously employed by the Surviving Corporation through such date. In the event that the holder’s employment with the Surviving Corporation is terminated by the Surviving Corporation other than for cause, the vesting conditions with respect to any unpaid unvested restricted stock unit award shall be deemed satisfied as of the holder’s last day of employment with the Surviving Corporation. For any award of unvested restricted stock units with performance-based vesting conditions, the number of shares subject to the award shall be determined at the “target” level of performance of such award (or, if no target is specified, at the maximum number of shares subject to the award).

 

    Stock Appreciation Rights. Each outstanding stock appreciation right, whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash (subject to any applicable tax withholding) equal to the product of (1) the amount, if any, by which $30.50 exceeds the per share base or strike price of such stock appreciation right and (2) the total number of shares of common stock subject to such stock appreciation right. Each stock appreciation right with a per share base or strike price equal to or greater than $30.50 per share will be cancelled without consideration. Notwithstanding the foregoing, in the case of a stock appreciation right that is a MVSSAR, the amount payable with respect to such MVSSAR shall be reduced to the extent necessary such that the amount payable with respect to such MVSSAR equals the maximum amount payable with respect to such award under its terms. For any award of stock appreciation rights with performance-based vesting conditions, the number of shares subject to the award shall be determined at the “target” level of performance of such award (or, if no target is specified, at the maximum number of shares subject to the award).

 

    Restricted Stock. Each outstanding share of restricted common stock shall become fully vested and the holder thereof shall be entitled to receive the Per Share Merger Consideration. As of the date of this proxy statement, there were no shares of restricted common stock outstanding.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will appoint a bank or trust company reasonably acceptable to Qlik, which institution we refer to as the paying agent, to make payments of the Per Share Merger Consideration to stockholders. Substantially concurrent with the Effective Time, Parent will deposit or cause to be deposited with the paying agent cash constituting an amount equal to the aggregate Per Share Merger Consideration to stockholders (but not including any merger consideration in respect of any dissenting shares).

 

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As reasonably promptly as practicable (but no later than the third business day) after the Effective Time, Parent will cause the paying agent to mail to each holder of record of Qlik common stock (other than Qlik, its subsidiaries, and Parent and Merger Sub) a letter of transmittal together with instructions thereto. Upon receipt of (i) in the case of shares of Qlik common stock represented by a stock certificate, a surrendered certificate or certificates in respect of such shares together with the signed letter of transmittal or (ii) in the case of shares of Qlik common stock held in book-entry form, the receipt of an “agent’s message” by the paying agent, and in each case, together with such other documents as may be reasonably required by the paying agent, the holder of such shares will be entitled to receive the Per Share Merger Consideration, without interest thereon, in exchange therefor. The amount of any Per Share Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the paying agent remains undistributed to holders of Qlik common stock one (1) year after the Effective Time, such cash (including any interest received with respect thereto) will be delivered to Parent, and any holder of Qlik common stock who has not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent for payment of its claim for the Per Share Merger Consideration, without any interest thereon.

If any stock certificate shall have been lost, stolen or destroyed, upon the making of an affidavit, in form and substance reasonably acceptable to Parent, of that fact by the person claiming such stock certificate to be lost, stolen or destroyed (and if required by Parent, the posting of such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such stock certificate), the paying agent will, in exchange for such lost, stolen or destroyed stock certificate, pay the Per Share Merger Consideration deliverable in respect thereof pursuant to the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties of Qlik, Parent and Merger Sub.

Qlik

Certain of the representations and warranties in the Merger Agreement made by Qlik are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any fact, circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, has or would reasonably be expected to (i) have a material adverse effect on the business, results of operations, assets or financial condition of Qlik and its subsidiaries, taken as a whole; or (ii) prevent or materially impair, interfere with, hinder or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement. The foregoing notwithstanding, none of the following will be taken into account in determining whether such Company Material Adverse Effect has occurred for purposes of clause (i) of the prior sentence:

 

    conditions affecting the United States economy, or any other national or regional economy or the global economy generally;

 

    political conditions in the United States or any other country or region in the world, acts of war, sabotage or terrorism or epidemics, pandemics or natural disasters (including any escalation or general worsening of any of the foregoing) in the United States or any other country or region of the world;

 

    changes in the financial, credit, banking or securities markets in the United States or any other country or region in the world (including any disruption thereof and any decline in the price of any security or any market index);

 

    changes required by GAAP or other accounting standards (or interpretation or enforcement thereof);

 

    changes in any laws or orders issued by any governmental entity (or interpretation or enforcement thereof);

 

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    changes generally effecting the industries in which Qlik and its subsidiaries operate;

 

    any failure by Qlik to meet any internal or published projections, forecasts or revenue or earnings predictions or any decline in the market price or trading volume of Qlik’s common stock (provided that the underlying causes of any such failure or decline may be considered in determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded by another exception therein);

 

    the negotiation, execution or delivery of the Merger Agreement, the performance by any party thereto of its obligations thereunder or the public announcement (including as to the identity of the parties hereto) or pendency of the Merger or any of the other transactions contemplated thereby;

 

    any suit, action or other proceeding commenced or, to the knowledge of Qlik, threatened against Qlik or its current or former directors or officers by any stockholder of Qlik relating to, arising out of or involving the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or any suit, action or other proceeding relating to dissenting shares; or

 

    any action expressly required by the terms of the Merger Agreement, or taken with the prior written consent or at the written direction of Parent.

However, in the case of the exclusions set forth in bullets 1 through 6 immediately above, to the extent any fact, circumstance, occurrence, effect, change, event or development arising from or related to such exclusions materially disproportionately affects Qlik and its subsidiaries, taken as a whole, relative to other companies of similar size in the industries in which Qlik and its subsidiaries operate, the incremental materially disproportionate affect may be taken into account in determining whether a Company Material Adverse Effect has occurred.

In the Merger Agreement, Qlik has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

 

    due organization, valid existence, good standing and authority and qualification to conduct business with respect to Qlik and its subsidiaries;

 

    the capital structure of Qlik or Qlik’s ownership of its subsidiaries;

 

    Qlik’s corporate power and authority to enter into and perform the Merger Agreement, and the enforceability of the Merger Agreement;

 

    the absence of conflicts with laws, Qlik’s organizational documents and Qlik’s material contracts;

 

    required consents and regulatory filings in connection with the Merger Agreement;

 

    the accuracy of Qlik’s SEC filings and financial statements and the absence of certain specified undisclosed liabilities;

 

    Qlik’s internal controls and disclosure controls and procedures;

 

    the accuracy of the information supplied by or on behalf of Qlik for inclusion in this proxy statement and any other SEC filing required to be made in connection with the Merger;

 

    the absence of any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had a Company Material Adverse Effect from December 31, 2015 through the date of the Merger Agreement;

 

    the conduct of the business of Qlik and its subsidiaries in the ordinary course of business in all material respects from December 31, 2015 through the date of the Merger Agreement;

 

    tax matters;

 

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    employee benefit plans;

 

    litigation and investigation matters;

 

    Qlik’s and its subsidiaries’ compliance with applicable laws;

 

    environmental matters;

 

    the existence, status and enforceability of specified categories of Qlik’s material contracts;

 

    real property matters;

 

    intellectual property rights;

 

    labor matters;

 

    the inapplicability of anti-takeover statutes;

 

    insurance matters;

 

    payment of fees to brokers, investment bankers or other advisors in connection with the Merger Agreement;

 

    receipt of Morgan Stanley’s fairness opinion;

 

    related party transactions;

 

    government contracts; and

 

    indebtedness.

Parent and Merger Sub

Certain of the representations and warranties in the Merger Agreement made by Parent and Merger Sub are qualified as to a “Parent Material Adverse Effect.” For purposes of the Merger Agreement, “Parent Material Adverse Effect” means with respect to Parent or Merger Sub, any fact, circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, would be reasonably likely to prevent or materially impair, interfere with, hinder or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Qlik that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

 

    due organization, valid existence, good standing and authority and qualification to conduct business with respect to Parent and Merger Sub;

 

    Parent’s and Merger Sub’s limited liability or corporate power and authority to enter into and perform the Merger Agreement and the enforceability of the Merger Agreement;

 

    the absence of conflicts with laws, Parent’s or Merger Sub’s organizational documents and Parent’s or Merger Sub’s contracts;

 

    required consents and regulatory filings in connection with the Merger Agreement;

 

    matters with respect to Parent’s financing (as more fully described below under “— Financing Efforts”) and sufficiency of funds;

 

    enforceability of the guarantee provided by TBFXII;

 

    the accuracy of the information supplied by or on behalf of Parent or Merger Sub for inclusion in this proxy statement;

 

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    the absence of litigation;

 

    the absence of certain other agreements relating to the Merger;

 

    payment of fees to brokers, investment bankers or other advisors in connection with the Merger Agreement;

 

    the ownership and capital structure of Merger Sub;

 

    Parent’s and certain of its affiliates’ lack of any ownership interest in Qlik;

 

    solvency of Parent and the Surviving Corporation following the consummation of the Merger and the transactions contemplated by the Merger Agreement;

 

    the absence of agreements between Parent and Merger Sub, on the one hand, and any members of Qlik’s Board of Directors or management, on the other hand, relating to Qlik; and

 

    Parent’s, Merger Sub’s and certain of their affiliates’ lack of any ownership interest in Qlik’s competitors.

None of the representations and warranties contained in the Merger Agreement survives the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, except as (1) set forth in the confidential disclosure letter to the Merger Agreement; (2) expressly permitted or required by the Merger Agreement; (3) required by applicable law; or (4) with the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed), during the period of time between the signing of the Merger Agreement and the Effective Time, Qlik will, and will cause each of its subsidiaries to:

 

    conduct its business in the ordinary course consistent with past practice, and

 

    use commercially reasonable efforts to ensure that it preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and goodwill with material customers, suppliers, landlords, and other persons having material business relationships with Qlik.

In addition, Qlik has also agreed that, except as (1) set forth in the confidential disclosure letter to the Merger Agreement; (2) expressly permitted or required by the Merger Agreement; (3) required by applicable law; or (4) with the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed), during the period of time between the signing of the Merger Agreement and the Effective Time, Qlik will not, and will permit any of its subsidiaries to, subject in each case to certain specified exceptions, among other things:

 

    declare, set aside or pay any dividend on, or make any other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, other equity interests or voting securities, other than dividends and distributions solely between or among Qlik and its wholly owned subsidiaries or among wholly owned subsidiaries;

 

    split, combine, subdivide or reclassify any of its capital stock, other equity interests or voting securities or securities convertible into or exchangeable or exercisable for capital stock or other equity interests or voting securities;

 

    issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its capital stock, other equity interests or voting securities;

 

    accelerate or otherwise modify the vesting terms of any restricted stock units;

 

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    subject to certain specified exceptions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock or voting securities of, or equity interests in, Qlik or any of its subsidiaries or any securities of Qlik or any of its subsidiaries convertible into or exchangeable or exercisable for capital stock or voting securities of, or equity interests in, Qlik or its subsidiaries, or any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire any such capital stock, securities or interests;

 

    issue, deliver, sell, grant, pledge or otherwise subject to any lien (i) any shares of its capital stock or other equity interests or voting securities (subject to certain specified exceptions); (ii) any securities convertible into or exchangeable or exercisable for capital stock or voting securities of, or other equity interests in, Qlik or any of its subsidiaries; (iii) any warrants, calls, options, phantom stock, stock appreciation rights or other rights to acquire any capital stock or voting securities of, or other equity interests in, Qlik or any of its subsidiaries; (iv) any rights issued by Qlik or any of its subsidiaries that are linked in any way to the price of any class of Qlik’s capital stock or any shares of capital stock of any its subsidiaries, the value of Qlik, any of its subsidiaries or any part of Qlik or any of its subsidiaries or any dividends or other distributions declared or paid on any shares of capital stock of Qlik or any of its subsidiaries; or (v) any debentures, bonds, notes or other indebtedness of Qlik having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Qlik’s stockholders may vote;

 

    amend Qlik’s or any of its subsidiaries certificate of incorporation, bylaws or similar organizational documents except as may be required by Law or the rules and regulations of NASDAQ;

 

    make or adopt any material change in accounting methods, principles or practices, other than as required by a change in GAAP or applicable law;

 

    directly or indirectly acquire, dispose of, sell, assign or abandon, or agree to acquire, dispose of, sell, assign or abandon in any transaction any equity interest in or business or material assets of any person or division thereof, except for (i) acquisitions or dispositions with respect to transactions solely between or among Qlik and any wholly owned subsidiary of Qlik or between or among wholly owned subsidiaries of Qlik; or (ii) the sale of products of Qlik and its subsidiaries or grants of non-exclusive licenses to Intellectual Property Rights in the ordinary course of business consistent with past practice;

 

    except in relation to liens to secure indebtedness for borrowed money permitted to be incurred under the Merger Agreement, sell, lease (as lessor), license, mortgage, sell and leaseback or otherwise subject to any lien (other than liens permitted under the Merger Agreement), or otherwise dispose of any material properties or assets or any material interests therein, other than (i) in the ordinary course of business consistent with past practices; (ii) pursuant to contracts in existence on the date of the Merger Agreement that have been disclosed or made available to Parent; or (iii) with respect to transactions between Qlik, on the one hand, and any wholly owned subsidiary of Qlik, on the other hand, or between wholly owned subsidiaries of Qlik;

 

    incur any indebtedness (other than obligations under letters of credit, bank guarantees and other similar contractual obligations in the ordinary course of business) or guarantee any indebtedness of any other person, except for (i) indebtedness not in excess of $3.0 million in the aggregate; (ii) indebtedness in replacement, and in the same or a lesser principal amount, of existing indebtedness or (iii) indebtedness solely between or among Qlik and any wholly owned subsidiary of Qlik or between wholly owned subsidiaries of Qlik;

 

    implement any “plant closing” or “mass layoff” as such terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state or local law;

 

   

except as permitted by the terms of the Merger Agreement, settle or compromise any litigation, or release, dismiss or otherwise dispose of any claim, liability, obligation or arbitration, other than settlements or compromises of litigation or releases, dismissals or dispositions of claims, liabilities, obligations or arbitration that involve the payment of monetary damages in an amount not in excess of

 

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$1.0 million individually or $5.0 million in the aggregate by Qlik or any of its subsidiaries and do not involve any injunctive or other material non-monetary relief or impose material restrictions on the business or operations of Qlik and its subsidiaries, taken as whole;

 

    abandon, permit to lapse, encumber, convey title (in whole or in part), exclusively license or grant any material right or other licenses to any material intellectual property rights owned by or exclusively licensed to Qlik or any of its subsidiaries, other than licenses granted in the ordinary course of business consistent with past practice;

 

    make, change or revoke any material election with respect to taxes, file any amended material tax return, settle or compromise any material tax liability, consent to or request any extension or waiver of any limitation period with respect to any material claim or assessment for taxes, incur any material tax liability outside of the ordinary course of business (other than as a result of the transactions contemplated by the Merger Agreement), prepare or file any tax return in a manner inconsistent in any material respect with past practice, enter into any closing agreement with respect to any material tax, surrender any right to claim a material tax refund or fail to pay any material taxes as they become due and payable (including estimated taxes);

 

    materially amend, modify, extend, renew or terminate any real estate lease or enter into any new material lease, sublease, license or other agreement for the use or occupancy of any real property;

 

    except as required by applicable law or GAAP, revalue in any material respect any of its properties or assets, including writing-off notes or accounts receivable, in any case other than in the ordinary course of business consistent with past practice;

 

    hire any employee that would be entitled to receive annual base cash compensation of $200,000 or more;

 

    except to the extent required by applicable law or by written agreements existing on the date of the Merger Agreement that have been disclosed or made available to Parent, pay or agree to pay any pension, retirement allowance, termination or severance pay, bonus or other employee benefit not required by any existing Qlik employee benefit plan or other agreement or arrangement in effect on the date of the Merger Agreement to any employee, officer, director, stockholder or other service provider of Qlik or any of its subsidiaries, whether past or present;

 

    except to the extent required by applicable law or by written agreements existing on the date of the Merger Agreement that have been disclosed or made available to Parent, enter into or amend any contracts of employment or any consulting, bonus, severance, retention, retirement or similar agreement, except for agreements for new hires in the ordinary course of business consistent with past practice with an annual base salary and incentive compensation opportunity not to exceed $200,000;

 

    except as required to ensure that any Qlik employee benefit plan is not then out of compliance with applicable law, enter into or adopt any new, or materially increase benefits under or renew, amend or terminate any existing Qlik employee benefit plan or benefit arrangement or any collective bargaining agreement;

 

    lend money to any person (other than advances to Qlik’s employees in the ordinary course of business consistent with past practices);

 

    other than in the ordinary course of business, amend or terminate (other than expiration in accordance with its terms), or waive any material right, remedy or default under any material contract;

 

    enter into any contract that would be material to Qlik and its subsidiaries, taken as a whole that would explicitly impose any material restriction on the right or ability of Qlik or any of its subsidiaries: (i) to compete with any other person; (ii) to acquire any product or other asset or any services from any other person; (iii) to perform services for or sell products to any other person; (iv) to transact business with any other person; or (v) to operate at any location in the world; or

 

    enter into any binding commitment to take any of the foregoing actions.

 

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Alternative Proposals

Under the Merger Agreement, from the date of the Merger Agreement until the earlier of the Effective Time or termination of the Merger Agreement, Qlik has agreed not to, and to cause its subsidiaries (and instruct its and their respective representatives) not to, directly or indirectly, among other things:

 

    solicit, initiate, knowingly encourage or facilitate the making, submission or announcement of any Inquiry (as defined below);

 

    furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of Qlik and its subsidiaries in connection with an Inquiry or an Alternative Proposal (as defined below);

 

    enter into, continue or otherwise participate in any discussions or negotiations with any person with respect to an Inquiry or an Alternative Proposal;

 

    grant any waiver, amendment or release under any standstill provision of any confidentiality or similar agreement to which Qlik or any of its subsidiaries is a party;

 

    make any Adverse Recommendation Change (as defined below); or

 

    enter into any letter of intent or agreement in principle or any agreement providing for any Alternative Proposal or that would reasonably be expected to lead to an Alternative Proposal or that contradicts the Merger Agreement or requires Qlik to abandon the Merger Agreement (except for Acceptable Confidentiality Agreements (as defined below)).

Notwithstanding these restrictions, under certain circumstances, prior to the adoption of the Merger Agreement by stockholders, Qlik may provide information to, and engage or participate in negotiations or discussions with, a person regarding an Alternative Proposal if the Board of Directors determines in good faith after consultation with its financial advisor and its outside legal counsel that such proposal is a Superior Proposal (as defined below) or could reasonably be expected to lead to a Superior Proposal and to not do so would be inconsistent with the directors’ exercise of their fiduciary duties.

Qlik will, reasonably promptly, and in any event within twenty-four (24) hours of receiving any Alternative Proposal, advise Parent in writing of the receipt of such Alternative Proposal, its terms and conditions, the identity of the person or “group” making such Alternative Proposal, and, as reasonably promptly as practicable, provide to Parent a copy of such Alternative Proposal, if in writing, (or a written summary of the material terms of such Alternative Proposal, if oral). In addition, Qlik will keep Parent reasonably informed in all material respects on a reasonably current basis, or upon Parent’s reasonable request, of the status and material terms of (including material amendments or revisions or proposed material amendments or revisions to) such Alternative Proposal.

For purposes of this proxy statement and the Merger Agreement:

 

    Acceptable Confidentiality Agreement” means a confidentiality agreement containing terms not materially less favorable in the aggregate to Qlik than the terms set forth in the confidentiality agreement with Parent (it being understood and agreed that such confidentiality agreement need not contain a “standstill” or similar provision that prohibits the counterparty thereto or any of its affiliates or representatives from making any Alternative Proposal, acquiring Qlik or taking any other similar action); provided, however, that such confidentiality agreement shall not prohibit compliance by Qlik with any of the no-shop restrictions or the provisions described below in “— The Board of Directors’ Recommendation; Adverse recommendation change;”

 

   

Alternative Proposal” means any bona fide proposal or offer (whether or not in writing), with respect to any (A) merger, consolidation, share exchange, equity investment, recapitalization (including a leveraged recapitalization or extraordinary dividend), reorganization, other business combination or

 

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similar transaction involving Qlik or its subsidiaries, pursuant to which persons other than the stockholders of Qlik immediately prior to such transaction own securities representing more than 20% of the voting power of Qlik or any surviving or resulting entity immediately following such transaction; (B) sale, contribution or other disposition, directly or indirectly of any business or assets of Qlik or its subsidiaries representing 20% or more of the consolidated revenues, net income or assets of Qlik and its subsidiaries, taken as a whole; (C) issuance, sale or other disposition, directly or indirectly, to any person (or the stockholders of any person) or “group” of persons (as defined in Section 13(d)(3) of the Exchange Act) of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of Qlik; (D) transaction in which any person (or the stockholders of any person) shall acquire, directly or indirectly, beneficial ownership, or the right to acquire beneficial ownership, or formation of any “group” which beneficially owns or has the right to acquire beneficial ownership of, securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of Qlik; or (E) any combination of the foregoing (in each case, other than the Merger or the other transactions contemplated by the Merger Agreement);

 

    Inquiry” means any inquiry, proposal, discussion, offer or requests that that constitutes or could reasonably be expected to lead to an Alternative Proposal;

 

    Intervening Event” means an event, occurrence, change, effect, condition, development or state of facts or circumstances (other than related to an Alternative Proposal) arising after the date of the Merger Agreement that was neither known to, nor reasonably foreseeable by, the Board of Directors prior to the date of the Merger Agreement; and

 

    Superior Proposal” means any bona fide written proposal or offer with respect to an Alternative Proposal (with all percentages in the definition of Alternative Proposal increased to 51%) made by a third party or “group” on terms which the Board of Directors (or any committee thereof) determines in its good faith judgment (after consultation with its financial and outside legal advisors) to be likely to be consummated in accordance with its terms and more favorable to the holders of Qlik common stock than the Merger (including any changes to the terms of the Merger Agreement committed to by Parent to Qlik in writing in response to such Alternative Proposal under the provisions of the Merger Agreement), taking into account all the terms and conditions of such proposal and the Merger Agreement (including, among other things, if appropriate, financing contingencies, regulatory approvals, stockholder litigation, identity of the person making the Alternative Proposal (including whether stockholder approval of such person is required), breakup fee and expense reimbursement provisions and other events or circumstances beyond the control of Qlik).

The Board of Directors’ Recommendation; Adverse Recommendation Change

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of Qlik common stock vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors may not effect an Adverse Recommendation Change except as described below.

The Board of Directors may not (with any action described in the following being referred to as an “Adverse Recommendation Change”):

 

    approve, agree to, accept, endorse, recommend or submit to a vote of its stockholders, any Alternative Proposal;

 

    withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent and Merger Sub, its recommendation that stockholders vote in favor of approval and adoption of the Merger Agreement and the Merger, or make any public statement, filing or release inconsistent with its recommendation that stockholders vote in favor of the Merger including recommending against the merger or approving, endorsing or recommending any Alternative Proposal;

 

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    fail to publicly recommend against any Alternative Proposal or fail to publicly reaffirm its recommendation that stockholders vote in favor of approval and adoption of the Merger Agreement and the Merger, in each case within five (5) business days after Parent so requests in writing (it being understood that Qlik will have no obligation to make such reaffirmation on more than three (3) occasions);

 

    fail to recommend against any Alternative Proposal subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) business days after the commencement of such Alternative Proposal; or

 

    fail to include its recommendation that stockholders vote in favor of approval and adoption of the Merger Agreement and the Merger in this proxy statement.

Prior to the Special Meeting, and notwithstanding the restrictions described above in “— Alternative Proposals,” the Board of Directors is permitted in certain circumstances and subject to Qlik’s compliance with certain obligations (as summarized below), to (i) make an Adverse Recommendation Change, and (ii) terminate the Merger Agreement and enter into a definitive written agreement providing for a Superior Proposal.

The Board of Directors is permitted to (i) make an Adverse Recommendation Change in the case of a Superior Proposal, or (ii) terminate the Merger Agreement to simultaneously enter into a definitive written agreement providing for a Superior Proposal provided that Qlik has complied in all material respects with its no-shop obligations related to with respect to such Superior Proposal, and if, in each case, the Board of Directors determines in good faith (after consultation with its financial and outside legal advisors) (1) that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable law, (2) that such Alternative Proposal constitutes a Superior Proposal and (3) it has complied with the procedure and its obligations as summarized in the following paragraph.

The Board of Directors may not make an adverse change recommendation in the case of a Superior Proposal until after the fourth business day (the “Notice Period”) following Parent’s receipt of a written notice from Qlik advising Parent that it has received an Alternative Proposal that is not withdrawn and that the Board of Directors has concluded in good faith constitutes a Superior Proposal and, absent any revision to the terms and conditions of the Merger Agreement, the Board of Directors intends to make an Adverse Recommendation Change on account of such Alternative Proposal or terminate the Merger Agreement (a “notice of Superior Proposal”) and specifying the reasons therefor, including the terms and conditions of any such Superior Proposal (including copies of all relevant documents in Qlik’s possession relating to such Superior Proposal) and the identity of the party making the Superior Proposal (in each case to the extent not previously provided by Qlik to Parent). During the Notice Period, Qlik shall (1) negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement so that the Alternative Proposal would cease to constitute a Superior Proposal and (2) permit Parent to make a presentation to the Board of Directors regarding the Merger Agreement and any adjustments with respect thereto (to the extent Parent desires to make such presentation). Any material amendment to the financial terms or any other material amendment of such Superior Proposal requires a new notice of Superior Proposal and Qlik shall be required to comply again with the requirements of the Merger Agreement, including the Notice Period (it being understood that the “Notice Period” in respect of such new notice of Superior Proposal will be two (2) business days). In determining whether an Alternative Proposal constitutes a Superior Proposal, the Board of Directors shall take into account any changes to the terms and conditions of the Merger Agreement timely proposed by Parent in response to a notice of Superior Proposal.

The Board of Directors is permitted to make an Adverse Recommendation Change in the event of an Intervening Event if the Board of Directors determines in good faith (after consultation with its financial and outside legal advisors) (i) that failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable law and (ii) it has complied with the procedure and its obligations as summarized in the following paragraph.

 

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The Board of Directors may not make an Adverse Recommendation Change in response to an Intervening Event until the conclusion of the Notice Period following Parent’s receipt of a written notice from Qlik advising Parent that absent any revision to the terms and conditions of the Merger Agreement, the Board of Directors intends to make an Adverse Recommendation Change due to an Intervening Event and specifying in reasonable detail the reasons for such Adverse Recommendation Change. During the Notice Period, Qlik shall (i) negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement so that the Board of Directors no longer determines that the failure to make an Adverse Recommendation Change in response to such Intervening Event would be inconsistent with the directors’ exercise of their fiduciary duties under applicable law and (ii) permit Parent to make a presentation to the Board of Directors regarding the Merger Agreement and any adjustments with respect thereto (to the extent Parent desires to make such presentation). In determining whether to make an Adverse Recommendation Change in response to an Intervening Event, the Board of Directors shall take into account any changes to the terms and conditions of the Merger Agreement timely proposed by Parent in response to such Intervening Event.

Notwithstanding the no-shop restrictions and other restrictions described above, the Merger Agreement does not prohibit Qlik or the Board of Directors from (i) issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act, (ii) complying with its obligations under Rules 14d-9 and 14e-2 under the Exchange Act with respect to an Alternative Proposal, or (iii) making any disclosure to its stockholders required (after consultation with outside legal advisors) under applicable law. In addition, the Merger Agreement provides that a factually accurate public disclosure that describes Qlik’s receipt of an Alternative Proposal and the operation of the Merger Agreement with respect thereto shall not be deemed an Adverse Recommendation Change.

Employee Benefits

For a period of one (1) year immediately following the Effective Time, all employees of Qlik who remain employed by the Surviving Corporation or any affiliate of Parent following the Merger, which we refer to as “continuing employees,” will be provided (i) substantially similar base salary and substantially similar target annual bonus opportunity provided to such continuing employees immediately prior to the closing date and (ii) other compensation and employee benefits (excluding cash and equity-based long-term incentive opportunities) that, with respect to each employee, are substantially similar in the aggregate to the compensation and benefits provided to such employee immediately prior to the closing date. For a period of one (1) year following the Effective Time, the Surviving Corporation will provide severance benefits to continuing employees that are no less favorable than the severance benefits to which such employee would have been entitled with respect to such termination under the severance policies of Qlik and its subsidiaries and employment agreements covering Qlik employees as in effect immediately prior to the closing date or, if greater, the severance benefits provided to similarly situated employees of Parent. The Surviving Corporation will grant any continuing employee credit for such continuing employees’ service with Qlik for purposes of eligibility, vesting, and determination of the level of vacation and severance benefits (but not for purposes of benefit accruals under defined benefit pension plans) under any benefit plans maintained by Parent or the Surviving Corporation in which a continuing employee participates to the same extent and for the same purpose as recognized by Qlik and the analogous Qlik employee benefit plan immediately prior to the closing date; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits with respect to the same period of service.

Financing Efforts

Parent and Merger Sub have represented to Qlik that:

 

   

Parent has delivered to Qlik true and complete copies of the fully executed (a) Debt Commitment Letter, pursuant to which, and subject to the terms and conditions thereof, the Lenders have committed to lend the amounts set forth therein to Borrower and Merger Sub, for the purpose of funding the

 

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transactions contemplated by the Merger Agreement (the “Debt Financing”), and (b) Equity Commitment Letters, pursuant to which, and subject to the terms and conditions thereof, the Thoma Bravo Funds have committed to invest the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). We refer to the Equity Commitment Letters and the Debt Commitment Letter collectively as the “Financing Commitments”.

 

    The Equity Commitment Letters provide that Qlik is a third party beneficiary thereof. As of the date of the Merger Agreement, all of the Financing Commitments are in full force and effect and are legal, valid and binding obligations of Parent and Merger Sub. As of the date of the Merger Agreement, no Financing Commitment has been withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such withdrawal, termination, repudiation, rescission, amendment, supplement or modification is contemplated. Assuming the accuracy of the representations and warranties made by Qlik in the Merger Agreement, as of the date of the Merger Agreement, Parent has no reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letter) that it will be unable to satisfy, on a timely basis, any term or condition to be satisfied by it contained in the Financing Commitments or that the full amounts committed pursuant to the Financing Commitments will not be available as of the closing if the terms or conditions to be satisfied by it contained in the Financing Commitments are satisfied. There are no conditions precedent or other conditions related to the Financing, or any contracts, agreements, arrangements or understandings related to the Financing, other than the terms thereof set forth in the Financing Commitments. As of the date of the Merger Agreement, Parent has fully paid any and all commitment fees or other fees or deposits required by the Financing Commitments to be paid. The aggregate proceeds from the Financing constitute all of the financing required for the consummation of the transactions contemplated by the Merger Agreement and, assuming the satisfaction of the conditions applicable to Parent’s and Merger Sub’s obligations to consummate the closing, are sufficient in amount to provide Parent with the funds necessary for it to consummate the transactions contemplated by the Merger Agreement at the closing and to satisfy its obligations under the Merger Agreement at the closing. Neither Parent nor Merger Sub is aware of any direct or indirect limitation or other restriction on the ability of the lender parties in the Debt Financing to provide financing for other potential purchasers of Qlik.

Parent has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions, taken as a whole (including any “flex” provisions), described in the Financing Commitments, including executing and delivering all such documents and instruments as may be reasonably required thereunder and using reasonable best efforts to:

 

    comply with and maintain in effect the Debt Financing and the Debt Commitment Letter, negotiate and enter into definitive financing agreements with respect to the Debt Financing on the terms and conditions contained in the Debt Commitment Letter (the “Financing Agreements”) (and comply with and maintain in effect the Financing Agreements) so that the Financing Agreements are in effect as promptly as practicable but in any event no later than the closing;

 

    satisfy or cause representatives to satisfy as promptly as practicable and on a timely basis all conditions to the Debt Financing contemplated by the Debt Commitment Letter and Financing Agreements (including by consummating the Financing pursuant to the terms of the Equity Commitment Letters and by paying any commitment fees or other fees or deposits required by the Financing Commitments or the Financing Agreements);

 

    accept (and comply with) to the fullest extent all “flex” provisions contemplated by the Debt Commitment Letter and the Financing Agreements to the extent such “flex” provisions are exercised in accordance with the terms thereof;

 

   

in the event that all conditions to the Financing have been satisfied or waived, enforce its rights under the Debt Commitment Letter and Financing Agreements in the event of a breach by the Financing

 

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Sources under the Debt Commitment Letter or the Financing Agreements (provided that Parent shall not be required to pursue litigation against the Financing Sources); and

 

    cause the Financing Sources, the Thoma Bravo Funds and any other persons providing financing to fund the Financing no later than the closing.

For purposes of the Merger Agreement, “Financing Source” means the persons (other than Qlik or its subsidiaries) that have committed to provide or have otherwise entered into agreements (including any Debt Commitment Letter or Financing Agreements), in each case, in connection with the Debt Financing or any Alternative Financing (in each case, other than the Equity Financing), and any joinder agreements, indentures or credit agreements entered into pursuant thereto, including the Lenders, together with their affiliates, and any of their or their affiliates’ respective current or future stockholders, managers, members, directors, officers, employees, agents, advisors, other representatives or any successors or assignees of any of the foregoing; it being understood that the Thoma Bravo Funds, Parent and Merger Sub shall not be Financing Sources for any purposes under the Merger Agreement.

Parent shall not agree to or permit any amendment, supplement, modification or replacement of, or grant any waiver of, any condition, remedy or other provision under any Financing Commitment or any Financing Agreement without the prior written consent of Qlik if such amendment, supplement, modification, replacement or waiver would or would reasonably be expected to:

 

    reduce the aggregate amount of the Financing from that contemplated by the Financing Commitments delivered as of the date of the Merger Agreement (provided that Parent may decrease the amount of the Debt Financing so long as the Equity Financing under the Equity Commitment Letters is increased in a corresponding amount to the extent permitted pursuant to the Financing Commitments);

 

    impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing in a manner materially adverse to Qlik;

 

    make it less likely that the Financing would be funded (including by making the conditions to obtaining the Financing less likely to occur) or otherwise prevent or delay or impair the ability or likelihood of Parent to timely consummate the transactions contemplated by the Merger Agreement; or

 

    adversely impact the ability of Parent to enforce its rights against the other parties to the Financing Commitments or the Financing Agreements.

Parent shall not agree to the withdrawal, termination, repudiation or rescission of any Financing Commitment or Financing Agreement without the prior written consent of Qlik, and shall not release or consent to the termination of the obligations of the Lenders under the Debt Commitment Letter. For the avoidance of doubt, Parent and Merger Sub may modify, supplement or amend the Debt Commitment Letter to add Lenders, lead arrangers, bookrunners, syndication agents, documentation agents or entities in similar roles. Upon any amendment, supplement, modification or replacement of, or waiver of, any Financing Commitment or Financing Agreement, Parent shall deliver a copy thereof to Qlik and references in the Merger Agreement to “Financing Commitments”, “Debt Commitment Letter”, “Equity Commitment Letters” and “Financing Agreements” shall include and mean such documents as amended, supplemented, modified, replaced or waived.

In the event that all or any portion of the Debt Financing becomes or could become unavailable on the terms and conditions (including any “flex” provisions) or from the sources contemplated in the Debt Commitment Letter or the Financing Agreements for any reason or any of the Debt Commitment Letter or the Financing Agreements shall be withdrawn, terminated, repudiated or rescinded for any reason, (i) Parent shall promptly so notify Qlik and (ii) Parent shall use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event (and in any event no later than the closing), and to negotiate and enter into definitive agreements with respect to, alternative debt financing from the same or alternative debt financing sources (the “Alternative Financing”) in an amount sufficient to consummate the transactions contemplated by

 

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Merger Agreement (or replace any unavailable portion of the Debt Financing), and to obtain a new financing commitment letter (including any associated engagement letter and related fee letter) with respect to such Alternative Financing (collectively, the “New Debt Commitment Letter”), copies of which shall be promptly provided to Qlik (with only the fee amounts and market flex terms redacted from the fee letter in a customary manner (so long as the redaction does not cover terms that would adversely affect the conditionality, availability or termination of the Debt Financing)). Parent shall not be required to obtain Alternative Financing on terms and conditions that are materially less favorable, taken as a whole, to Parent than those in the Debt Commitment Letter that such Alternative Financing and New Debt Commitment Letter would replace. Notwithstanding the foregoing, no Alternative Financing or New Debt Commitment Letter may expand upon the conditions precedent or contingencies to the funding of the Debt Financing on the closing date as set forth in the Debt Commitment Letter or otherwise include terms (including any “flex” provisions) that would reasonably be expected to make the likelihood that the Alternative Financing would be funded less likely. In the event any Alternative Financing is obtained and a New Debt Commitment Letter is entered into, Parent shall deliver a copy thereof to Qlik (with only the fee amounts and market flex terms redacted from the fee letter in a customary manner (so long as the redaction does not cover terms that would adversely affect the conditionality, availability or termination of the Debt Financing)).

Parent shall (i) furnish Qlik drafts (when available) and thereafter true and complete and executed copies of the Financing Agreements promptly upon their execution, (ii) give Qlik prompt written notice of any default, breach or threatened default or breach (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any default or breach) by any party to any of the Financing Commitments or the Financing Agreements of which Parent becomes aware or any withdrawal, termination, repudiation or rescission or threatened withdrawal, termination, repudiation or rescission thereof, and (iii) otherwise keep Qlik reasonably informed of the status of its efforts to arrange the Financing (or any Alternative Financing). Without limiting the generality of the foregoing, Parent shall give Qlik prompt notice (A) of the receipt or delivery of any notice or other communication, in each case from any person with respect to (x) any actual or potential default under or breach of any provisions of the Financing Commitments or Financing Agreements by Parent, or any withdrawal, termination, repudiation or rescission or threatened withdrawal, termination, repudiation or rescission thereof by any party to any of the Financing Commitments or Financing Agreements or (y) any dispute or disagreement between or among parties to any of the Financing Commitments or Financing Agreements with respect to the obligation to fund the Financing or the amount of the Financing to be funded at the closing, and (B) if at any time for any reason Parent believes that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources, contemplated by any of the Financing Commitments or Financing Agreements or will be unable to obtain Alternative Financing. Parent shall promptly provide any information reasonably requested by Qlik relating to any circumstance referred to in clause (A) or (B) of the immediately preceding sentence.

Parent is responsible for obtaining the Equity Financing and shall take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Equity Financing pursuant to and in accordance with and subject to the terms and conditions set forth in the Equity Commitment Letters, including taking all actions necessary to:

 

    comply with the terms of and maintain in effect the Equity Commitment Letters;

 

    satisfy on a timely basis all conditions in such Equity Commitment Letters to be satisfied by Parent;

 

    consummate the Equity Financing at or prior to the closing subject to the terms and conditions of the Equity Commitment Letters; and

 

    enforce its rights under the Equity Commitment Letters to the extent the Thoma Bravo Funds are required to fund under their respective Equity Commitment Letter pursuant to the terms thereof and the Merger Agreement.

 

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Qlik, at Parent’s sole expense, has agreed to reasonably cooperate in connection with the arrangement of the Financing as may be reasonably requested by Parent, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Qlik. Such cooperation by Qlik shall include, at the reasonable request of Parent:

 

    agreeing to enter into such agreements, and to use its reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type and as are, in the good faith determination of the persons executing such officer’s certificates, accurate (provided that such agreements and officer’s certificates will not take effect until the Effective Time);

 

    providing to the Lenders and other prospective Lenders with respect to the Debt Financing financial and other information in Qlik’s possession regarding Qlik in order to consummate the Debt Financing;

 

    making Qlik’s senior officers reasonably available to the Lenders specified in the Debt Commitment Letter;

 

    providing reasonable assistance to Parent and the Lenders in preparation of customary rating agency presentations, bank information memoranda, credit agreements, bank syndication materials and similar customary documents reasonably required in connection with the Debt Financing;

 

    participating in a reasonable number of presentations, due diligence sessions and sessions with rating agencies, in each case, upon reasonable notice and at mutually agreed times;

 

    providing reasonable assistance to Parent in preparation of customary pro forma financial information and projections required in connection with the Debt Financing (provided, that Qlik will not be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information and the cooperation by Qlik shall relate solely to the financial information and data derived from Qlik’s historical books and records);

 

    reasonably facilitating the pledging of collateral in connection with the Debt Financing (provided that such pledge will not take effect until the closing), including delivering original stock certificates and original stock powers (or, if any, similar documents for limited liability companies) to the extent required by the Debt Commitment Letter;

 

    providing customary documentation and other information about Qlik required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, prior to the closing date (to the extent requested at least ten calendar days prior to the closing date);

 

    providing customary authorization and/or representation letters in connection with the distribution of the bank information memoranda contemplated by the Debt Commitment Letter for any Debt Financing to prospective Lenders and identifying any portion of the information therein that constitutes material non-public information regarding Qlik; and

 

    using commercially reasonable efforts to supplement the information required to be provided by Qlik on a current basis if such supplement is reasonably necessary to ensure that such information, taken as a whole and when furnished, does not contain an untrue statement of a material fact or omit to state any material fact necessary to make such information not materially misleading.

However:

 

    Qlik shall not be required to pay any commitment or other similar fee or enter into any binding agreement or commitment or incur any other liability or obligation in connection with the Financing (or any Alternative Financing) prior to the closing;

 

    no director, manager, officer or employee of Qlik shall be required to deliver any certificate or take any other action to the extent any such action would reasonably be expected to result in personal liability to such director, manager, officer or employee;

 

    the Board of Directors shall not be required to approve any financing (or any Alternative Financing) or agreements related thereto prior to the closing;

 

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    Qlik shall not be required to take any action that will conflict with or violate its organizational documents, any laws or result in a violation of breach of, or default under, any agreement to which Qlik is a party; and

 

    Qlik shall not be required to provide any information the disclosure of which is prohibited or restricted under applicable law or is legally privileged.

Parent shall, promptly upon request by Qlik, reimburse Qlik for all reasonable and documented out-of-pocket costs and expenses incurred by Qlik, its subsidiaries and their representatives in connection with their respective obligations to cooperate with the Financing. Parent shall indemnify and hold harmless Qlik, its subsidiaries and their representatives from and against any and all losses suffered or incurred by any of them in connection with the Financing or any Alternative Financing and any information utilized in connection therewith (other than material misstatements or omissions in information provided by Qlik).

Repatriation of Cash

Qlik and its subsidiaries will use their commercially reasonable efforts (in the manner reasonably requested in writing by Parent at least ten (10) business days prior to the closing) to distribute or transfer or cause to be distributed or transferred (including through loans, prepayments of obligations or the repayment of intercompany obligations) to Qlik immediately before the closing any cash balances held by any of Qlik’s non-U.S. subsidiaries. However, no distribution or transfer will be required to be made:

 

    to the extent such distribution or transfer (x) would be subject to withholding or other taxes in advance of the Effective Time or (y) would violate applicable law or any minimum cash balance or capital surplus requirements applicable to such Qlik subsidiaries; and

 

    unless and until all of the conditions to the Merger applicable to Qlik’s obligations as set forth in the Merger Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived (if permitted under the Merger Agreement) at the closing, but subject to the satisfaction or waiver (to the extent permitted under the Merger Agreement) of such conditions at the closing), and Parent has irrevocably confirmed and agreed in writing that it acknowledges satisfaction or waiver of all of the conditions to the Merger applicable to Parent’s or Merger Sub’s obligations as set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied or waived at the closing, but subject to the satisfaction or waiver of such conditions at the closing) and it is ready, willing and able to consummate the closing.

Substantially concurrently with (and subject to the occurrence of) the closing, any cash balances at Qlik or any funds distributed or transferred to Qlik as set forth above shall be used by Parent, Merger Sub and Qlik to the extent necessary for the consummation of the transactions contemplated by the Merger Agreement and the satisfaction of obligations under the Merger Agreement at the closing, including for Parent to pay the aggregate amounts payable pursuant to Qlik equity awards and for the payment of all fees, costs and expenses to be paid by Parent related to the transactions contemplated by the Merger Agreement, including fees, costs and expenses related to the Financing.

Efforts to Close the Merger

Parent and Qlik have agreed to use their respective reasonable best efforts to reasonably promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under the Merger Agreement and applicable laws to consummate and make effective as reasonably promptly as practicable after the date of signing of the Merger Agreement and in any event no later than October 31, 2016 the transactions contemplated by the Merger Agreement.

 

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Notwithstanding anything to the contrary set forth in the Merger Agreement:

 

    in no event will Qlik, any of its subsidiaries, Parent or Merger Sub be required to take or commit to take any actions that would be reasonably likely to materially adversely impact or impose limitations on the ownership by Parent or any of its subsidiaries of all or a material portion of Qlik’s business or assets; and

 

    in no event will Parent or Merger Sub be obligated pursuant to the Merger Agreement to (or to cause or direct their affiliates to), and Qlik and its subsidiaries will not, without the written consent of Parent, sell, divest, license or hold separate any capital stock or other equity or voting interests, assets (whether tangible or intangible), rights, products or businesses.

Indemnification and Insurance

For a period of six (6) years from the Effective Time, Parent will cause all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time in favor of the current and former directors or officers of Qlik or any of its subsidiaries as provided in their respective governing or organizational documents and any indemnification or other similar agreements of Qlik or any of its subsidiaries in effect on the date of the Merger Agreement to continue in accordance with their terms (it being agreed that after the closing of the Merger such rights shall be mandatory rather than permissive, if applicable). For a period of six (6) years from and after the Effective Time, Parent will cause the Surviving Corporation to indemnify and hold harmless each current director or officer of Qlik or any of its subsidiaries against all claims, losses, liabilities, damages, judgements, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the effective time of the Merger, including the Merger Agreement and the transactions and actions contemplated thereby), arising out of or pertaining to the fact that such person is or was a director or officer of Qlik or any of its subsidiaries at or prior to the Effective Time, to the fullest extent permitted under applicable law. In the event of any such claim, Parent will cause the Surviving Corporation to advance expenses incurred in the defense of any such claim, subject to the Surviving Corporation’s receipt of an undertaking, if and only to the extent required by applicable law to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification.

For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Qlik or its subsidiaries or provide substitute policies, in either case, of not less than the existing coverage and having other terms not less favorable to the insured persons than the coverage currently maintained by Qlik with respect to claims arising from facts or events that occurred on or before the Effective Time, except that the Surviving Corporation will not be required to pay with respect to such insurance policies in the aggregate for all six (6) years, more than 300% of the aggregate annual premium most recently paid by Qlik prior to the date of the Merger Agreement. If the Surviving Corporation is unable to obtain such insurance coverage, it will obtain as much comparable insurance as possible for the years within such six (6)-year period for a premium equal to such maximum amount. In lieu of such insurance, prior to the closing of the merger, Qlik may, at its option, purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for Qlik and its subsidiaries and their current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by Qlik and its subsidiaries, such tail to provide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by Qlik or its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time; provided that in no event shall the cost of any such tail policy exceed the maximum amount described in the preceding sentence.

 

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Other Covenants

Stockholders Meeting

Qlik has agreed to duly call, establish a record date for, give notice of, convene and hold a meeting of stockholders as reasonably promptly as practicable after the date of the Merger Agreement following the clearance of this proxy statement by the SEC for the purpose of (i) seeking the approval and adoption of the Merger Agreement and (ii) in accordance with Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to Qlik’s stockholders for a non-binding, advisory vote to approve certain compensation that may become payable by Qlik to its named executive officers in connection with the completion of the Merger.

Stockholder Litigation

Qlik shall keep Parent reasonably and promptly informed regarding any suit, action or other proceeding commenced or, to the knowledge of Qlik, threatened against Qlik or its current or former directors or officers by any stockholder of Qlik relating to, arising out of or involving the Merger Agreement, the Merger or any of the other transactions contemplated thereby. Qlik shall (a) give Parent reasonable opportunity to participate in the defense, settlement or prosecution of any such litigation and (b) consult with Parent with respect to the defense and settlement of any such litigation and shall not compromise or settle any such litigation unless Parent shall have consented thereto (which consent shall not be unreasonably withheld, conditioned or delayed).

Conditions to the Closing of the Merger

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by law) waiver by Qlik and Parent of the following conditions:

 

    the adoption of the Merger Agreement by the requisite affirmative vote of stockholders;

 

    the expiration or termination of the applicable waiting period under the HSR Act;

 

    a decision from the European Commission under Article 6(1)(b) of Regulation 139/2004 declaring the Merger compatible with the internal European Union market; and

 

    the consummation of the Merger not being made illegal or otherwise prohibited by any law or order of any governmental authority of competent jurisdiction.

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver by Parent of each of the following additional conditions:

 

    The representations and warranties of Qlik:

 

    contained in Sections 4.01 (Organization, Standing and Power), 4.04 (Authority; Execution and Delivery; Enforceability), 4.05(b) (No Conflicts; Consents — Governmental Entity), 4.18 (Anti-Takeover Provisions), and 4.20 (Brokers’ Fees and Expenses) of the Merger Agreement being true and correct in all material respects as of the signing of the Merger Agreement and as of the closing date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);

 

    regarding the absence from and after December 31, 2015 of any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had a Company Material Adverse Effect, being true and correct in all respects as of the signing of the Merger Agreement and as of the closing date as if made at and as of such time;

 

    regarding Qlik’s and its subsidiaries’ capitalization being true and correct in all respects as of the signing of the Merger Agreement and as of the closing date as if made at and as of such time; except where the failure to be true and correct would increase the aggregate merger consideration payable at the closing by more than $10 million; and

 

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    all the representations and warranties other than those in respect of the matters described in the three bullets above, as of the signing of the Merger Agreement and as of the closing date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), being true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in the Merger Agreement), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein), individually or in the aggregate, would not have a Company Material Adverse Effect;

 

    Qlik having performed in all material respects its obligations required to be performed by it under the Merger Agreement at or before the closing date;

 

    Parent’s receipt of a certificate of Qlik signed by an executive officer certifying the matters in the foregoing bullets;

 

    Since the date of the Merger Agreement, there not having occurred or arisen any Company Material Adverse Effect; and

 

    Qlik having filed all forms, reports and documents which contain financial statements and which are required to be filed with the SEC prior to the Effective Time.

In addition, the obligation of Qlik to consummate the Merger is subject to the satisfaction or waiver by Qlik of each of the following additional conditions:

 

    The representations of Parent and Merger Sub:

 

    contained in Sections 3.01 (Organization, Standing and Power), 3.02 (Authority; Execution and Delivery; Enforceability) and 3.09 (Brokers’ Fees and Expenses) of the Merger Agreement, being true and correct in all material respects at and as of the closing date as if made at and as of such time; and

 

    all the representations and warranties other than those in respect of the matters described in the bullet above, as of the signing of the Merger Agreement and as of the closing date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), being true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth in the Merger Agreement), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein, individually or in the aggregate, would not have a Parent Material Adverse Effect;

 

    Parent and Merger Sub having performed in all material respects the obligations required to be performed by them under the Merger Agreement at or prior to the closing date; and

 

    Qlik’s receipt of a certificate signed by an executive officer of each of Parent and Merger Sub certifying the matters in the foregoing bullets.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:

 

    By mutual written consent of Qlik and Parent;

 

    By either Qlik or Parent:

 

   

if the Merger is not consummated on or before October 31, 2016, which we refer to as the “End Date” (except that the right to terminate the Merger Agreement as a result of the occurrence of the End Date will not be available to any party whose breach of a provision of the Merger Agreement

 

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resulted in, or was a principal cause of, the failure of the closing of the transactions contemplated by the Merger Agreement to be consummated by the End Date);

 

    subject to certain exceptions, if any governmental entity of competent jurisdiction in any jurisdiction in which Parent, Qlik or their respective subsidiaries have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order, whether preliminary, temporary or permanent, which prevents, makes illegal or prohibits the consummation of the Merger and the other transactions contemplated by the Merger Agreement and such law and order shall have become final and non-appealable; provided that the right to terminate the Merger Agreement under this bullet shall not be available to any party who has failed to perform or comply with its obligations pursuant to the Merger Agreement in respect of such law or order;

 

    if Qlik’s stockholders fail to approve the proposal to approve and adopt the Merger Agreement at the Special Meeting, or any adjournment or postponement thereof, at which a vote on such proposal is taken;

 

    By Qlik:

 

    if there has been any breach or violation of any representation, warranty, covenant or agreement of Parent or Merger Sub in the Merger Agreement, which (i) would result in the failure of a closing condition and (ii) such failure is not capable of being cured, or is not cured by Parent or Merger Sub, before the earlier of the End Date or the date that is thirty (30) calendar days following Qlik’s delivery of written notice thereof (except that Qlik may not terminate the Merger Agreement pursuant to this provision if Qlik is then in breach of the Merger Agreement in any material respect);

 

    prior to receiving the stockholder approval, in order to enter into a definitive written agreement providing for a Superior Proposal in accordance with the terms of the Merger Agreement, if (i) Qlik has complied in all material respects with its no-shop obligations related to such Superior Proposal and (ii) Qlik pays to Parent a termination fee of $103,350,000 prior to or simultaneously with such termination under the Merger Agreement; or

 

    if (i) all of the conditions applicable to Parent’s and Merger Sub’s obligations to consummate the closing have been and continue to be satisfied or waived (other than those conditions that, by their nature are to be satisfied at the closing, each of which is capable of being satisfied at the closing), (ii) Parent and Merger Sub fail to complete the closing on the date the closing should have occurred pursuant to the Merger Agreement, (iii) Qlik has delivered irrevocable written notice to Parent certifying as to the matters described in clause (i) and that Qlik stands ready, willing and able to consummate the Merger at such time, and (iv) Parent and Merger Sub fail to consummate the Merger by the third business day after the delivery of the notice described in clause (iii) (collectively, “Parent’s Failure to Close”).

 

    By Parent:

 

    if there has been any breach or violation of any representation, warranty, covenant or agreement of Qlik in the Merger Agreement, which (i) would result in the failure of a closing condition and (ii) is not capable of being cured, or is not cured by Qlik, before the earlier of the End Date or the date that is thirty (30) calendar days following Parent’s delivery of written notice thereof (except that Parent may not terminate the Merger Agreement pursuant to this provision if either Parent or Merger Sub is then in breach of the Merger Agreement in any material respect);

 

    if at any time before the Special Meeting, the Board of Directors makes an Adverse Recommendation Change; or

 

    if Qlik has materially breached its obligations related to Alternative Proposals and Superior Proposals (excluding any inadvertent and immaterial breaches thereof not intended to result in an Alternative Proposal).

 

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In the event that the Merger Agreement is terminated pursuant to the termination rights above, written notice thereof shall be given to the other party or parties specifying the provisions of the Merger Agreement pursuant to which such termination is made, and the Merger Agreement will become void and of no effect without any further liability or obligation on the part of any party thereto. However, certain provisions of the Merger Agreement relating to certain confidentiality obligations, certain indemnification and reimbursement obligations, the effect of termination of the Merger Agreement, termination fees, expenses, and certain general provisions, will survive any termination of the Merger Agreement. Termination shall not relieve any party of liability and each party shall remain liable for losses resulting from fraud.

Termination Fees and Expense Reimbursement

If the Merger Agreement is terminated in specified circumstances, the terminating party may be required to pay a termination fee. Parent would be entitled to receive a termination fee equal to $103,350,000 from Qlik under the following circumstances:

 

    if the Merger Agreement is terminated by Qlik in order for it to enter into a definitive written agreement with respect to a Superior Proposal (provided that Qlik complies with certain related obligations);

 

    if the Merger Agreement is terminated by Parent in connection with an Adverse Recommendation Change by the Board of Directors prior to the Special Meeting or if Qlik has materially breached its obligations related to Alternative Proposals and Superior Proposals related to Alternative Proposals and Superior Proposals (excluding any inadvertent and immaterial breaches thereof not intended to result in an Alternative Proposal); or

 

    if (i) an Alternative Proposal (which for this purpose all references to 20% in the definition of Alternative Proposal shall be deemed to be references to 50.1%) was made to Qlik or its stockholders generally after the date of the Merger Agreement and became publicly known or announced (and that was not publicly withdrawn at least five (5) business days prior to the Special Meeting); (ii) thereafter the Merger Agreement is terminated (A) by either Parent or Qlik in connection with passing of the End Date (other than if the failure of the Merger to be consummated on or before the End Date is due solely to the failure of the Debt Financing to be funded on the date the closing should have occurred pursuant to the Merger Agreement) or not having obtained stockholder approval of the Merger or (B) by Parent because Qlik has breached its representations, warranties, covenants or other agreements in the Merger Agreement in certain circumstances and has failed to cure such breach within a certain period, and (iii) within twelve (12) months of such termination, Qlik enters into a definitive agreement with respect to such Alternative Proposal and such Alternative Proposal is subsequently consummated.

Qlik would be entitled to receive a reverse termination fee equal to $206,710,000 from Parent under the following circumstances:

 

    if the Merger Agreement is terminated by either Parent or Qlik in connection with the failure of the Merger to be consummated by the End Date, in circumstances in which Qlik would have been entitled to terminate the Merger Agreement (i) because Parent or Merger Sub has breached its representations, warranties, covenants or other agreements in the Merger Agreement in certain circumstances and has failed to cure such breach within a certain period (but only if the failure to satisfy the condition specified therein results from an intentional act or omission in breach by Parent or Merger Sub of any of their respective representations, warranties, covenants or agreements contained therein) or (ii) as a result of Parent’s Failure to Close, in each case but for such termination in connection with the failure of the Merger to be consummated by the End Date; or

 

   

if the Merger Agreement is terminated by Qlik (i) because Parent or Merger Sub has breached its representations, warranties, covenants or other agreements in the Merger Agreement in certain circumstances and has failed to cure such breach within a certain period (but only if the failure to

 

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satisfy the condition specified therein results from an intentional act or omission in breach by Parent or Merger Sub of any of their respective representations, warranties, covenants or agreements contained therein) or (ii) as a result of Parent’s Failure to Close.

If the Merger Agreement is terminated because (i) Qlik’s stockholders fail to approve the proposal to approve and adopt the Merger Agreement at the Special Meeting or (ii) Qlik has breached its representations, warranties, covenants or other agreements in the Merger Agreement in certain circumstances and has failed to cure such breach within a certain period, in each case, under circumstances in which the termination fee is not then payable (but could become payable in the future with respect to an Alternative Proposal pursuant to the terms of the Merger Agreement), and prior to the time of such termination, Parent and Merger Sub were not in material breach of their representations, warranties, covenants or agreements under the Merger Agreement, Qlik would be required to reimburse Parent up to $5 million in respect of certain costs and expenses reasonably incurred by Parent and Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby (with such reimbursement deducted from the termination fee, should it not be payable at the time of such termination but subsequently become payable).

Speci fic Performance

Prior to the valid termination of the Merger Agreement, Parent and Merger Sub shall be entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement by Qlik in the courts described in the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, including Qlik’s obligation to consummate the Merger.

Prior to the valid termination of the Merger Agreement and other than as it relates to the right to cause the Equity Financing to be funded and to consummate the Merger, Qlik shall be entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement by Parent and Merger Sub in the courts described in the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

Prior to a valid termination of the Merger Agreement, Qlik shall be entitled to seek and obtain an injunction, specific performance and other equitable relief to enforce Parent’s and Merger Sub’s obligations to cause the Equity Financing to be funded (and to exercise its rights as a third party beneficiary under the Equity Commitment Letters) and to consummate the Merger and the other transactions contemplated in the Merger Agreement only in the event that each of the following conditions has been satisfied:

 

    the closing conditions set forth in the Merger Agreement (other than those conditions that, by their nature, are to be satisfied by actions taken at the closing, each of which shall be capable of being satisfied at the closing) have been satisfied at the time the closing would have occurred but for the failure of the Equity Financing to be funded, and remain satisfied;

 

    the Debt Financing (or Alternative Financing) has been funded, or will be funded in accordance with the terms thereof at the closing if the Equity Financing is funded at the closing; and

 

    Qlik has irrevocably confirmed in writing to Parent that if specific performance is granted and the Equity Financing and Debt Financing are funded, then the closing will occur.

For the avoidance of doubt, in no event shall Qlik be entitled to enforce or seek to enforce specifically Parent’s right to cause the Equity Financing to be funded or to complete the Merger if the Debt Financing has not been funded (or will not be funded at the closing if the Equity Financing is funded at the closing). In no event shall Qlik be entitled to seek the remedy of specific performance to cause the Equity Financing to be funded and to cause the consummation of the Merger other than solely under the specific circumstances and as specifically set forth in the Merger Agreement. In no event shall Qlik be entitled to seek any remedy of specific performance or other equitable remedies against any Financing Source, and expressly waives any claims against the Financing Sources.

 

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The election of Qlik to pursue an injunction, specific performance or other equitable relief shall not restrict, impair or otherwise limit Qlik from seeking to terminate the Merger Agreement and seeking to collect the reverse termination fee or damages for liability of Parent or Merger Sub in the case of fraud. Under no circumstances shall Qlik be permitted or entitled to receive both (i) an injunction, grant of specific performance or other equitable relief providing for the consummation of the transactions contemplated by the Merger Agreement and (ii) the payment of the reverse termination fee.

Fees and Expenses

Except in specified circumstances, whether or not the Merger is completed, Qlik, on the one hand, and Parent and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

Amendment

The Merger Agreement may be amended in writing by the parties to the Merger Agreement at any time before or after adoption of the Merger Agreement by stockholders. However, after adoption of the Merger Agreement by stockholders, (i) no amendment that requires further approval by such stockholders pursuant to the DGCL may be made without such approval and (ii) except as provided above, no amendment shall be submitted to be approved by stockholders unless required by law.

Governing Law

The Merger Agreement is governed by Delaware law.

 

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MARKET PRICES AND DIVIDEND DATA

Our common stock is listed on NASDAQ under the symbol “QLIK.” As of July 6, 2016, there were 94,898,127 shares of common stock outstanding, held by approximately 25 stockholders of record. We have never declared or paid any cash dividends on our common stock.

The following table presents the high and low intra-day sale prices of our common stock on NASDAQ during the fiscal quarters indicated:

 

     Common Stock Prices  
         High              Low      

Fiscal Year 2016 — Quarter Ended

     

September 30 (through July 6, 2016)

   $ 29.83       $ 29.44   

June 30

     32.87         27.33   

March 31

     31.23         15.77   

Fiscal Year 2015 — Quarter Ended

     

December 31

   $ 42.90       $ 29.68   

September 30

     42.18         33.43   

June 30

     38.00         30.61   

March 31

     33.10         27.55   

Fiscal Year 2014 — Quarter Ended

     

December 31

   $ 32.15       $ 22.12   

September 30

     29.59         21.04   

June 30

     28.07         20.17   

March 31

     31.55         24.90   

Fiscal Year 2013 — Quarter Ended

     

December 31

   $ 35.49       $ 23.23   

September 30

     37.57         27.99   

June 30

     31.33         23.37   

March 31

     28.12         19.60   

On July 6, 2016, the latest practicable trading day before the printing of this proxy statement, the closing price for our common stock on NASDAQ was $29.82 per share. You are encouraged to obtain current market quotations for our common stock.

Following the Merger, there will be no further market for our common stock and it will be delisted from NASDAQ and deregistered under the Exchange Act. As a result, following the Merger we will no longer file periodic reports with the SEC.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information concerning beneficial ownership of our common stock as of June 15, 2016 by:

 

    each stockholder, or group of affiliated stockholders, known to us to beneficially own more than 5% of our outstanding common stock;

 

    each of our named executive officers;

 

    each of our directors; and

 

    all of our current executive officers and directors as a group.

The table below is based upon information supplied by officers, directors and principal stockholders and Schedule 13Gs and 13Ds filed with the SEC through June 15, 2016.

The percentage ownership is based upon 94,876,851 shares of common stock outstanding as of June 15, 2016.

For purposes of the table below, we deem shares of common stock subject to options or warrants that are currently exercisable or exercisable within sixty (60) days of June 15, 2016 and common stock subject to restricted stock unit awards or stock appreciation rights that will vest within sixty (60) days of June 15, 2016 to be outstanding and to be beneficially owned by the person holding the options, warrants, restricted stock unit award or stock appreciation rights for the purpose of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise noted, the persons or entities in this table have sole voting and investing power with respect to all of the shares of common stock beneficially owned by them, subject to community property laws, where applicable.

 

Name and Address of Beneficial Owner (1)

   Number of Shares
Beneficially Owned
     Percentage of
Shares
Beneficially
Owned
 

5% Stockholders

     

Cadian Capital Management, LP (2)

535 Madison Avenue, 36th Floor

New York, NY 10022

     7,223,268         7.6

TimesSquare Capital Management, LLC (3)

7 Times Square, 42nd Floor

New York, NY 10036

     5,951,245         6.3

BlackRock, Inc. (4)

55 East 52nd Street

New York, NY 10022

     6,230,983         6.6

The Vanguard Group (5)

100 Vanguard Blvd.

Malvern, PA 19355

     6,439,365         6.8

Named Executive Officers and Directors

     

Lars Björk (6)

     1,406,621         1.5

Leslie Bonney (7)

     222,324         *   

John Gavin, Jr. (8)

     65,256         *   

Bruce Golden (9)

     59,710         *   

Deborah C. Hopkins (9)

     29,706         *   

Eugene (“Rick”) Jackson (10)

     47,325         *   

Timothy MacCarrick (11)

     261,901         *   

Alexander Ott (9)

     79,800         *   

Mark Thurmond (12)

     —           —     

Steffan C. Tomlinson (13)

     55,963         *   

Paul Wahl (9)

     56,416         *   

All current directors and executive officers as a group (15 persons) (15)

     2,718,158         2.8

 

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* Represents beneficial ownership of less than one percent of our outstanding common stock.
(1) Unless otherwise indicated, the address for each beneficial owner is c/o Qlik Technologies Inc., 150 N. Radnor-Chester Road, Suite E220, Radnor, Pennsylvania 19087.
(2) Based on Schedule 13G/A filed with the SEC on February 12, 2016 by Cadian Capital Management, LP (“Cadian”) in its role as investment adviser, Cadian Capital Management GP, LLC, the general partner of Cadian (“Cadian LLC”), and Eric Bannasch, the sole managing member of Cadian LLC. The shares of our common stock are owned by investment advisory clients of Cadian, and Cadian, pursuant to Investment Management Agreements, as amended, between its advisory clients and Cadian, exercises exclusive voting and investment power over securities held by its investment advisory clients. Cadian, Cadian GP and Mr. Bannasch are each reported to have shared voting power and shared dispositive power over 7,223,268 shares of our common stock. Cadian reports in its Schedule 13G/A that the interest of no one of its clients relates to more than 5% of our common stock. Cadian LLC is the General Partner of Cadian and Cadian GP, LLC is the general partner of each of Cadian. Mr. Bannasch is the manager of Cadian LLC.
(3) Based on Schedule 13G filed with the SEC on February 10, 2016 by TimesSquare Capital Management, LLC (“TimesSquare”) in its role as investment adviser. The shares of our common stock are owned by investment advisory clients of TimesSquare, and such clients have the right to receive dividends from and proceeds from the sale of such shares. TimesSquare reports that it has sole voting power with regard to 4,901,195 shares of our common stock and sole dispositive power with regard to all of the reported shares of our common stock. TimesSquare reports in its Schedule 13G that, to its knowledge, the interest of no one of its clients relates to more than 5% of our common stock.
(4) Based on Schedule 13G/A filed with the SEC on January 27, 2016 by BlackRock, Inc. as the parent holding company of each of BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Advisors, LLC, BlackRock Advisors (UK) Limited, BlackRock Asset Management Ireland Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, BlackRock International Limited, BlackRock Investment Management, LLC, BlackRock (Luxembourg) S.A., BlackRock Capital Management, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Japan Co Ltd and Xulu, Inc. BlackRock, Inc. reports that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of Qlik. BlackRock, Inc. reports that it has sole voting power with regard to 5,976,463 shares of our common stock and sole dispositive power with regard to all of the reported shares of our common stock. BlackRock, Inc. reports in its Schedule 13G/A that no one person’s interest in the common stock of Qlik is more than 5% of our common stock.
(5) Based on Schedule 13G/A filed with the SEC on February 10, 2016 by The Vanguard Group (“Vanguard”) in its role as investment adviser. The shares of common stock of Qlik are owned by investment advisory clients of Vanguard, and such clients have the right to receive dividends from and proceeds from the sale of such shares. Vanguard reports that it has sole voting power with regard to 210,267 shares of our common stock, shared voting power with regard to 5,000 of the reported shares of our common stock, sole dispositive power with regard to 6,238,598 shares of our common stock and shared dispositive power with regard to 200,767 shares of our common stock.
(6) Includes 480,152 shares issuable upon exercise of options within sixty (60) days of June 15, 2016. Excludes 415,748 shares of common stock subject to options and 172,100 shares of common stock subject to time based restricted stock unit awards that will not vest and settle within sixty (60) days of June 15, 2016.
(7) Mr. Bonney’s employment with Qlik terminated effective January 1, 2016. Based on information provided by Mr. Bonney as of February 15, 2016 and the exercise of options to purchase 208,062 shares of common stock since such date.
(8) Includes 20,000 shares issuable upon exercise of options exercisable within sixty (60) days of June 15, 2016. Excludes 6,500 shares of common stock subject to time based restricted stock unit awards that will not vest and settle within sixty (60) days of June 15, 2016.
(9) Excludes 6,500 shares of common stock subject to time based restricted stock unit awards that will not vest and settle within sixty (60) days of June 15, 2016.

 

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(10) Includes 47,325 shares issuable upon exercise of options within sixty (60) days of June 15, 2016. Excludes 138,175 shares of common stock subject to options and 61,975 shares of common stock subject to time based restricted stock unit awards that will not vest and settle within sixty (60) days of June 15, 2016.
(11) Includes 231,926 shares issuable upon exercise of options within sixty (60) days of June 15, 2016. Excludes 213,674 shares of common stock subject to options and 64,925 shares of common stock subject to time based restricted stock unit awards that will not vest and settle within sixty (60) days of June 15, 2016.
(12) Excludes 313,400 shares of common stock subject to options and 49,567 shares of common stock subject to time based restricted stock unit awards and 65,000 shares of common stock subject to performance based restricted stock unit awards that will not vest and settle within sixty (60) days of June 15, 2016.
(13) Includes 48,263 shares issuable upon exercise of options exercisable within sixty (60) days of June 15, 2016. Excludes 6,500 shares of common stock subject to time based restricted stock unit awards that will not vest and settle within sixty (60) days of June 15, 2016.
(14) Includes 1,342,835 shares issuable upon exercise of options and 93,750 shares subject to stock appreciation rights exercisable within sixty (60) days of June 15, 2016. Excludes 1,626,822 shares of common stock subject to options, 603,042 shares of common stock subject to time based restricted stock unit awards, 65,000 shares of common stock subject to performance based restricted stock unit awards and 56,250 shares of common stock subject to stock appreciation rights that will not vest and settle within sixty (60) days of June 15, 2016.

 

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FUTURE STOCKHOLDER PROPOSALS

If the Merger is completed, we will have no public stockholders and there will be no public participation in any future meetings of stockholders of Qlik. However, if the Merger is not completed, stockholders will continue to be entitled to attend and participate in stockholder meetings.

Qlik will hold an annual meeting in 2017 only if the Merger has not already been completed.

Stockholders interested in submitting a proposal (other than the nomination of directors) for inclusion in the proxy materials to be distributed by us for the 2017 annual meeting of stockholders, if held, may do so by following the procedures prescribed in Rule 14a-8 of the Exchange Act. To be eligible for inclusion in Qlik’s proxy materials, stockholder proposals must be received at our principal executive offices no later than the close of business on November 29, 2016. To be included in our proxy materials, your proposal also must comply with our amended and restated bylaws and Rule 14a-8 promulgated under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. If we change the date of the 2017 annual meeting of stockholders by more than thirty (30) days from May 12, 2017, stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for the 2017 annual meeting of stockholders. Proposals should be sent to Qlik Technologies Inc., 150 N. Radnor-Chester Road, Suite E220, Radnor, Pennsylvania 19087, Attention: Corporate Secretary.

Stockholders who wish to nominate persons for election to the Board of Directors at the 2017 annual meeting of stockholders, if held, or who wish to present a proposal at the 2017 annual meeting of stockholders, if held, but who do not intend for such proposal to be included in our proxy materials for such meeting, must deliver written notice of the nomination or proposal to Qlik Technologies Inc., 150 N. Radnor-Chester Road, Suite E220, Radnor, Pennsylvania 19087, Attention: Corporate Secretary no earlier than January 12, 2017 and no later than February 11, 2017. However, if the 2017 annual meeting of stockholders is held earlier than April 12, 2017 or later than June 11, 2017, nominations and proposals must be received no later than the close of business on the later of (a) the 90th day prior to the 2017 annual meeting of stockholders or (b) the 10th day following the day on which we first publicly announce the date of the 2017 annual meeting. In addition, in the event that the number of directors to be elected to the board of directors is increased and we do not make a public announcement naming all of the nominees for director or specifying the size of the increased board by February 1, 2017, then proposals with respect to nominees for any new positions created by the increase in board size must be delivered to the address listed above no later than the close of business on the 10th day following the date on which we make such public announcement. The stockholder’s written notice must include certain information concerning the stockholder and each nominee and proposal, as specified in our amended and restated bylaws.

A copy of our amended and restated bylaw provisions governing the notice requirements set forth above may be obtained by writing to our Corporate Secretary, Qlik Technologies Inc., 150 N. Radnor-Chester Road, Suite E220, Radnor, Pennsylvania 19087. A current copy of our bylaws also is available at our corporate website at www.investor.qlik.com.

 

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WHERE YOU CAN FIND MORE INFORMATION

The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this proxy statement.

The following Qlik filings with the SEC are incorporated by reference:

 

    Qlik’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015;

 

    Qlik’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016;

 

    Qlik’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 30, 2016 (excluding those portions that are not incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2015); and

 

    Qlik’s Current Reports on Form 8-K or Form 8-K/A filed on April 1, 2016, May 16, 2016, June 2, 2016 and June 3, 2016.

We also incorporate by reference into this proxy statement additional documents that we may file with the SEC between the date of this proxy statement and the earlier of the date of the Special Meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference herein.

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement.

You may read and copy any reports, statements or other information that we file with the Securities and Exchange Commission at the SEC’s public reference room at the following location: Station Place, 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at (800) SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at www.sec.gov.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

Qlik Technologies Inc.

Attn: Corporate Secretary

150 N. Radnor Chester Road, Suite E220

Radnor, Pennsylvania 19087

If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. Please note that all of our documents that we file with the SEC are also promptly available through the Investor Relations section of our website, www.Qlik.com. The information included on our website is not incorporated by reference into this proxy statement.

 

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If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

Stockholders May Call Toll-Free: (866) 406-2290

Banks & Brokers May Call Collect: (212) 269-5550

 

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MISCELLANEOUS

Qlik has supplied all information relating to Qlik, and Parent has supplied, and Qlik has not independently verified, all of the information relating to Parent and Merger Sub contained in this proxy statement.

You should rely only on the information contained in this proxy statement, the annexes to this proxy statement and the documents that we incorporate by reference in this proxy statement in voting on the Merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated July 6, 2016. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement), and the mailing of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

 

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Annex A

AGREEMENT AND PLAN OF MERGER

Dated as of June 2, 2016

among

QLIK TECHNOLOGIES INC.

PROJECT ALPHA HOLDING, LLC

and

PROJECT ALPHA MERGER CORP.

 

 


Table of Contents

TABLE OF CONTENTS

 

          Page  
ARTICLE I   

The Merger

  

Section 1.01

   The Merger      1   

Section 1.02

   Closing      1   

Section 1.03

   Effective Time      2   

Section 1.04

   Effects      2   

Section 1.05

   Certificate of Incorporation and Bylaws      2   

Section 1.06

   Directors and Officers of Surviving Corporation      2   

ARTICLE II

  

Effect on the Capital Stock of the Constituent Entities; Exchange of Certificates   

Section 2.01

   Effect on Capital Stock      2   

Section 2.02

   Exchange of Certificates; Payment Fund      3   

Section 2.03

   Dissenting Shares      5   

Section 2.04

   Company Stock Awards      5   

ARTICLE III

  

Representations and Warranties of Parent and Merger Sub

  

Section 3.01

   Organization, Standing and Power      8   

Section 3.02

   Authority; Execution and Delivery; Enforceability      8   

Section 3.03

   No Conflicts; Consents      8   

Section 3.04

   Financing      9   

Section 3.05

   Guaranty      10   

Section 3.06

   Information Supplied      10   

Section 3.07

   Litigation      10   

Section 3.08

   Absence of Certain Agreements      10   

Section 3.09

   Brokers’ Fees and Expenses      10   

Section 3.10

   Capitalization of Merger Sub      11   

Section 3.11

   Ownership of Company Common Stock      11   

Section 3.12

   Solvency      11   

Section 3.13

   Management Agreements      11   

Section 3.14