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Marketo Enters into Definitive Agreement to be Acquired by Vista Equity Partners - FAQ

Q: What was announced and what does it mean?

A: On May 31, 2016, Marketo announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners. This means that if the transaction closes, Marketo will become one of Vista’s portfolio companies. Marketo will remain a standalone independent company, but following the closing, will be privately owned by Vista. 

Q: Who is Vista Equity Partners?

A:  Vista (www.vistaequitypartners.com) is a leading private equity (PE) firm focused on investments in software, data and technology-enabled businesses. They have pioneered a unique investment and operating model for high-growth SaaS companies strategically positioned with best-in-class software products in big markets. Vista has a proven track record of helping management teams drive profitable growth, having completed over 215 technology-related transactions that represent an aggregate transaction value of approximately $64 billion.

Q: Will Vista own a controlling stake in the company?

A: Vista will acquire all outstanding shares of Marketo common stock. Therefore, Vista will own 100 percent of the company.  

Q: Is Vista committed to Marketo’s vision?

A:  Yes. Vista shares Marketo’s vision to set the agenda for product innovation and thought leadership for the entire digital marketing industry. Vista has pioneered a unique new investment and operating model for high-growth SaaS companies like Marketo who are strategically positioned with best-in-class software products in big markets. Vista views Marketo as the clear leader in the marketing automation space and is excited to help Marketo accelerate innovation, growth, and excellence.

Q: Is this good for Marketo and its customers and partners?

A: Yes this is good news. Marketo’s mission and vision remain unchanged, and Marketo will continue its commitments to and passion for its customers and partners. We believe that the resources and financial strength of Vista will allow Marketo to continue its fast growth and cement its leadership position as the independent marketing technology leader.

Q: How will this affect customers?

A: There is no change whatsoever for customers. It is business as usual. Marketo remains deeply committed to delivering on its strategic product roadmap and current and future customer commitments, and all services for customers remain right in place. Vista like Marketo is a bold innovator and a long-time Marketo customer with several of its portfolio companies part of the Marketo Marketing Nation. Vista is acquiring Marketo to invest in continued innovation and strong revenue growth. For additional information please see the press release.

Q:  Will this change affect my pricing or contract with Marketo?

A:  No. All customer commitments remain in place and there will be no changes to the working relationship. And there are no pricing changes planned based on this transaction.

Q:  Will this change affect the people I am working with at Marketo such as my account manager?

A:  No, there are no changes to your account team at this time.

Q: How will this affect partners?

A: There is no change whatsoever for partners. It is business as usual. Marketo remains committed to co-innovation and other investments with our 660+ LaunchPoint® and Digital Service partners. For additional information please see the press release  on www.marketo.com for information.

Q: Will there be any management changes at Marketo?

A: Currently there are no planned management changes.

Q: When will the deal be final?

A: There will be many more steps in the process of completing the transaction. The exact timing and details of the process are not yet known, but are expected to be complete in Q3. Marketo is committed to maintaining open communications as permitted by SEC regulations and the terms of the deal, and will share additional information as it becomes available.

Additional Information and Where to Find It

Marketo, Inc. (“Marketo”) plans to file with the Securities and Exchange Commission (the “SEC”), and furnish to its stockholders a proxy statement in connection with the proposed merger with Milestone Merger Sub, Inc., pursuant to which Marketo would be acquired by entities affiliated with Vista Equity Partners (the “Merger”). The proxy statement described above will contain important information about the proposed merger and related matters.  STOCKHOLDERS AND SECURITY HOLDERS OF MARKETO ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT MARKETO WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MARKETO AND THE TRANSACTION.  Investors and stockholders will be able to obtain free copies of these documents and other documents filed with the SEC by Marketo through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of these documents from Marketo by contacting Marketo’s Investor Relations at (650) 727-6845, by e-mail at ir@marketo.com, or by going to Marketo’s Investor Relations page on its website at investors.marketo.com and clicking on the link titled “SEC Filings.” 

Participants in the Solicitation

The directors and executive officers of Marketo may be deemed to be participants in the solicitation of proxies from the stockholders of Marketo in connection with the proposed Merger. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information regarding Marketo’s directors and executive officers is also included in Marketo’s proxy statement for its 2016 Annual Meeting of Stockholders, which was filed with the SEC on April 13, 2016. These documents are available free of charge as described in the preceding paragraph. 

Legal Notice Regarding Forward-Looking Statements

This FAQ contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding possible or assumed future results of operations of Marketo, the expected completion and timing of the Merger and other information relating to the Merger. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and other words or expressions of similar meaning or import are intended to identify forward-looking statements. You should, therefore, carefully read and consider statements that contain these words or expressions, as such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect Marketo’s business and the price of the common stock of Marketo, (ii) the failure to satisfy all of the conditions precedent to the consummation of the proposed Merger, including, but not limited to, the required consent of the stockholders of Marketo and the receipt of certain governmental or regulatory approvals, (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the transaction on Marketo’s business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction, (vi) risks related to diverting management’s attention from Marketo’s ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the Merger, and (viii) such other risks and uncertainties as identified in Marketo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, each as filed with the SEC, which contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements.  Marketo assumes no obligation to update any forward-looking statement contained in this FAQ.

 

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