Case 1:22-cv-04147 Document 1 Filed 05/20/22 Page 1 of 13
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`Case No. _____________
`
`
`COMPLAINT FOR VIOLATIONS
`OF THE FEDERAL SECURITIES
`LAWS
`
`
`
`JURY TRIAL DEMANDED
`
`
`CATHERINE COFFMAN,
`
`Plaintiff,
`
`v.
`
`
`ANAPLAN, INC., FRANK CALDERONI,
`DAVID CONTE, SANDESH PATNAM,
`SUSAN L. BOSTROM, ROBERT E.
`BEAUCHAMP, SURESH VASUDEVAN,
`YVONNE WASSENAAR, ALLAN
`LEINWAND, and BROOKE MAJOR-REID,
`
`
`Defendants.
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`
`
`
`
`
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`Plaintiff Catherine Coffman (“Plaintiff”), by and through her undersigned counsel, for her
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`complaint against defendants, alleges upon personal knowledge with respect to herself, and upon
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`information and belief based upon, inter alia, the investigation of counsel as to all other allegations
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`herein, as follows:
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`NATURE AND SUMMARY OF THE ACTION
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`This is a stockholder action brought by Plaintiff against Anaplan, Inc. (“Anaplan”
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`1.
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`or the “Company”) and the members of Anaplan’s Board of Directors (the “Board” or the
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`“Individual Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities
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`Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S. Securities and
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`Exchange Commission (“SEC”) Rule 14a-9, 17 C.F.R. §240.14a-9 (“Rule 14a-9”), in connection
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`with the Board’s attempt to sell Anaplan to affiliates of Thoma Bravo, L.P. (“Thoma Bravo”) (the
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`“Proposed Transaction”).
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`2.
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`On March 20, 2022, Anaplan entered into an Agreement and Plan of Merger with
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`Alpine Parent, LLC (“Parent”) and Alpine Merger Sub, Inc. (“Merger Sub”) (the “Merger
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`Agreement”). Parent and Merger Sub are affiliates of Thoma Bravo. Under the terms of the
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`Merger Agreement, Anaplan stockholders will be entitled to receive $66.00 in cash per share of
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`Anaplan common stock.
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`3.
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`On May 2, 2022, the Board authorized the filing of the materially incomplete and
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`misleading Schedule 14A Definitive Proxy Statement (the “Proxy Statement”) with the SEC.
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`Specifically, the Proxy Statement, which recommends that Anaplan stockholders vote their shares
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`in favor of the Proposed Transaction, contains materially incomplete and misleading information
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`concerning, among other things: (i) the Company’s financial projections; (ii) the financial
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`analyses that support the fairness opinions provided by the Company’s financial advisors,
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`Goldman Sachs & Co. LLC (“Goldman”) and Qatalyst Partners LP (“Qatalyst”); (iii) the
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`background of the Proposed Transaction; and (iv) potential conflicts of interest faced by Company
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`insiders.
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`4.
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`The failure to adequately disclose such material information constitutes a violation
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`of Sections 14(a) and 20(a) of the Exchange Act as Anaplan stockholders need such information
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`in order to make a fully informed decision in connection with the Proposed Transaction.
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`5.
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`The special meeting for Anaplan stockholders to vote on the Proposed Transaction
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`is currently scheduled for June 9, 2022. It is imperative that such Exchange Act violations are
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`promptly cured to enable Plaintiff and Anaplan’s other shareholders to make an informed decision
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`whether to vote their shares in favor of the Proposed Transaction. Therefore, Plaintiff seeks to
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`enjoin the stockholder vote unless and until such Exchange Act violations are cured.
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`JURISDICTION AND VENUE
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`6.
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`This Court has jurisdiction over the claims asserted herein for violations of Sections
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`14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 promulgated thereunder pursuant to
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`Section 27 of the Exchange Act, 15 U.S.C. § 78aa, and 28 U.S.C. § 1331 (federal question
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`jurisdiction).
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`7.
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`Personal jurisdiction exists over the defendants because each defendant either
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`conducts business in or maintains operations within this District, or is an individual with sufficient
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`minimum contacts with this District so as to make the exercise of jurisdiction by this Court
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`permissible under traditional notions of fair play and substantial justice.
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`8.
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`Venue is proper in this District pursuant to 28 U.S.C. § 1391 because defendants
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`are found or are inhabitants or transact business in this District. Anaplan’s common stock trades
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`on the New York Stock Exchange, which is headquartered in this District, rendering venue in this
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`District appropriate.
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`THE PARTIES
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`9.
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`Plaintiff is, and has been at all relevant times, the owner of shares of Anaplan
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`common stock.
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`10.
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`Defendant Anaplan is a Delaware corporation, with its principal executive offices
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`located at 50 Hawthorne Street, San Francisco, California 94105. Anaplan’s shares trade on the
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`New York Stock Exchange under the ticker symbol “PLAN.”
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`11.
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`Defendant Frank Calderoni has been Chairman of the Board and Chief Executive
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`Officer and a director of the Company at all relevant times.
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`Defendant David Conte has been a director of the Company at all relevant times.
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`Defendant Sandesh Patnam has been a director of the Company at all relevant
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`12.
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`13.
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`times.
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`14.
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`Defendant Susan L. Bostrom has been a director of the Company at all relevant
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`15.
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`Defendant Robert E. Beauchamp has been a director of the Company at all relevant
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`16.
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`Defendant Suresh Vasudevan has been a director of the Company at all relevant
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`17.
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`Defendant Yvonne Wassenaar has been a director of the Company at all relevant
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`18.
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`19.
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`Defendant Allen Leinwand has been a director of the Company at all relevant times.
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`Defendant Brooke Major-Reid has been a director of the Company at all relevant
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`times.
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`times.
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`times.
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`times.
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`times.
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`20.
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`Defendants identified in paragraphs 11-18 are collectively referred to herein as the
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`“Board” or the “Individual Defendants.”
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`SUBSTANTIVE ALLEGATIONS
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`Background of the Company
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`21.
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`Anaplan is a market-leading cloud-native enterprise Software as a Service (“SaaS”)
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`company, transforming how enterprises across industries see, plan, and drive their business.
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`Powered by the Company’s proprietary calculation engine and Hyperblock technology, Anaplan’s
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`platform lets customers model what-if scenarios, contextualize current performance in real time,
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`and forecast future outcomes for faster, more confident decisions. Anaplan’s customers use
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`Anaplan to rapidly pivot strategies, redeploy resources, and optimize plans for growth, efficiency,
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`demand, and profitability. As of January 31, 2022, the Company had over 1,900 customers using
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`its platform.
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`Case 1:22-cv-04147 Document 1 Filed 05/20/22 Page 5 of 13
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`The Proposed Transaction
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`22.
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`On March 20, 2022, Anaplan announced that it had entered into the Proposed
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`Transaction, stating, in relevant part:
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`SAN FRANCISCO -- Anaplan, Inc. (“Anaplan” or the “Company”) (NYSE:
`PLAN), provider of a leading cloud-native platform for orchestrating business
`performance, today announced that it has entered into a definitive agreement to be
`acquired by Thoma Bravo, a leading software investment firm, for $66.00 per share
`in an all-cash transaction valued at approximately $10.7 billion. The offer
`represents a premium of approximately 46% to the volume weighted average price
`of Anaplan stock for the five days ending March 18, 2022. Upon completion of the
`transaction, Anaplan will become a privately held company.
`
`“We are thrilled to partner with Thoma Bravo to build on the strength of our
`innovative platform and capitalize on the massive opportunity and incredible
`demand we are seeing,” said Frank Calderoni, Chairman & Chief Executive
`Officer. “This is a clear validation of our team’s outstanding work and the start of
`an exciting new chapter for Anaplan, our customers, and our partner ecosystem.
`We are confident that Thoma Bravo’s resources and insights will help us accelerate
`and scale our growth strategy.”
`
`“Anaplan is a clear leader in Connected Planning, solving critical business priorities
`for the world’s largest enterprises as they implement strategic and complex digital
`transformations,” said Holden Spaht, a Managing Partner at Thoma Bravo. “We
`have followed Anaplan for years and have seen the incredible value they bring
`customers through their best-in-class planning platform. We look forward to
`leveraging Thoma Bravo’s extensive operational and investment expertise in
`enterprise software to support Anaplan in its future growth.”
`
`“Anaplan has built a tremendously successful business through product innovation
`and a rigorous approach to delivering value for their customers and partner
`ecosystem,” said Tara Gadgil, a Partner at Thoma Bravo. “We look forward to
`working closely with Anaplan’s talented and experienced team to continue
`delivering cloud-native SaaS solutions at scale.”
`
`Thoma Bravo will use its significant experience supporting industry-leading,
`growing software franchises, as well as its financial and operational resources, to
`accelerate Anaplan’s strategy. Anaplan’s best-in-class innovative platform, time to
`value, and brand reputation will be priorities for Thoma Bravo. The intention is to
`attract and retain customers, employees, and partners to continue leading the large
`and expanding Connected Planning segment.
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`Transaction Details
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`Case 1:22-cv-04147 Document 1 Filed 05/20/22 Page 6 of 13
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`The transaction, which was unanimously approved by the Anaplan Board of
`Directors, is expected to close in the first half of 2022 subject to customary closing
`conditions, including approval by Anaplan stockholders and regulatory approval.
`Upon completion of the transaction, Anaplan’s common stock will no longer be
`listed on the New York Stock Exchange.
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`The Materially Incomplete and Misleading Proxy Statement
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`23.
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`On May 2, 2022, the Board caused to be filed a materially incomplete and
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`misleading Proxy Statement with the SEC. The Proxy Statement, which recommends that Anaplan
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`stockholders vote their shares in favor of the Proposed Transaction, fails to disclose material
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`information to Company stockholders, or provides them with materially misleading information,
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`concerning: (i) the Company’s financial projections; (ii) the financial analyses that support the
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`fairness opinions provided by the Company’s financial advisors, Goldman and Qatalyst; (iii) the
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`background of the Proposed Transaction; and (iv) potential conflicts of interest faced by Company
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`insiders .
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`Material Misrepresentations and/or Omissions Concerning Anaplan’s Financial Projections
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`24.
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`The Proxy Statement fails to disclose material information concerning the financial
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`projections for Anaplan.
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`25.
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`For example, the Proxy Statement sets forth that, “[i]n addition to the Financial
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`Projections . . . Anaplan management also prepared alternative sets of financial projections, one
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`based on a more optimistic series of assumptions and estimates related to future results and another
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`based on a more conservative series of assumptions and estimates related to future results.” Proxy
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`Statement at 68. Yet, the Proxy Statement fails to disclose a summary of the alternative sets of
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`financial projections prepared by Anaplan management.
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`26.
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`Similarly, the Proxy Statement sets forth:
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`On January 3, 2022, Mr. Calderoni and other members of Anaplan management
`met with representatives of Goldman Sachs to review the then current Preliminary
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`Projections prepared by management, which had been prepared based on the
`financial projections Anaplan updates on an annual basis for the upcoming three to
`five fiscal years, but had been extrapolated by management to project Anaplan’s
`operations based on certain key metrics for the upcoming ten fiscal years. These
`Preliminary Projections included a “base case” set of financial projections based on
`a set of assumptions and estimates that management believed were most reasonable
`and likely to occur, as well as alternative sets of financial projections, one based on
`a more optimistic series of assumptions and estimates related to future results and
`another based on a more conservative series of assumptions and estimates related
`to future results.
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`Id. at 36. The Proxy Statement, however, fails to disclose a summary of the preliminary financial
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`projections, including the “base case” set and the alternative optimistic and conservative sets of
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`financial projections.
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`27. Moreover, the Proxy Statement fails to disclose all line items underlying the
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`Company’s (i) Non-GAAP Operating Income; (ii) Unlevered Free Cash Flow (“UFCF”); and (iii)
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`UFCF (Less Stock Based Compensation and Excluding Cash Tax Savings from NOLs).
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`Material Misrepresentations and/or Omissions Concerning Goldman’s and Qatalyst’s Financial
`Analyses
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`28.
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`The Proxy Statement fails to disclose material information concerning Goldman’s
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`and Qatalyst’s financial analyses.
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`29. With respect to Goldman’s Illustrative Discounted Cash Flow Analysis (“DCF”),
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`the Proxy Statement fails to disclose: (i) Goldman’s basis for utilizing UFCF (Less Stock Based
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`Compensation and Excluding Cash Tax Savings from NOLs) for its analysis, as opposed to the
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`other higher set of UFCFs set forth in Company management’s projections (see id. at 70); (ii)
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`quantification of the estimated terminal year next twelve months UFCF to be generated by
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`Anaplan; (iii) quantification of the implied terminal value of the Company; (iv) quantification of
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`the inputs and assumptions underlying the discount rates ranging from 11.0% to 13.0%; (v) the
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`Company’s cash tax savings from federal net operating losses; and (vi) Anaplan’s net debt as of
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`January 31, 2022.
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`30. With respect to Goldman’s Illustrative Present Value of Future Share Price
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`Analysis, the Proxy Statement fails to disclose a quantification of: (i) Anaplan’s forecasted net debt
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`as of January 31, 2023 to 2025; (ii) the projected fully diluted shares of Anaplan common stock as
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`of January 31 of each of years 2023 to 2025; and (iii) the inputs and assumptions underlying the
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`discount rate of 11.8%.
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`31. With respect to Goldman’s Premia Paid Analysis, the Proxy Statement fails to
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`disclose: (i) the identities of the transactions observed; and (ii) the individual premia for each
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`transaction.
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`32. With respect to Qatalyst’s Illustrative DCF, the Proxy Statement fails to disclose a
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`quantification of: (i) the terminal value of Anaplan; (ii) the estimated federal tax savings due to its
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`net operating losses for fiscal years 2032 and beyond; (iii) the value of Anaplan’s finance leases
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`as of January 31, 2022; and (iv) the inputs and assumptions underlying the discount rates ranging
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`from 11.5% to 15.0%.
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`Material Misrepresentations and/or Omissions Concerning the Background of the Proposed
`Transaction
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`33.
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`The Proxy Statement fails to disclose material information concerning the
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`background leading to the Proposed Transaction.
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`34.
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`Specifically, the Proxy Statement fails to disclose whether Goldman, Qatalyst, or
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`any members of Company management or the Board offered bidders referred to in the Proxy
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`Statement as “Private Equity Firm A” and “Private Equity Firm C” an opportunity to submit an
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`improved proposal to acquire the Company prior to finalizing the terms of the Merger Agreement
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`with Thoma Bravo. Notably, the high end of Private Equity Firm C’s March 8, 2022 proposal is
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`$2.00 higher than the $66.00 merger consideration agreed to in the Proposed Transaction. See id.
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`at 42.
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`Material Misrepresentations and/or Omissions Concerning Company Insiders’ Potential Conflicts
`of Interest
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`35.
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`The Proxy Statement fails to disclose material information concerning Company
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`insiders’ potential conflicts of interest.
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`36.
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`For example, the Proxy Statement fails to disclose whether Thoma Bravo’s
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`proposals or indications of interest mentioned management retention or director participation in
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`the combined company following the Proposed Transaction or the purchase of or participation in
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`the equity of the surviving corporation.
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`37.
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`In sum, the omission of the above-referenced information renders statements in the
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`“Certain Financial Projections,” “Opinion of Anaplan’s Financial Advisors,” “Background of the
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`Merger,” and “Interests of Anaplan’s Directors and Executive Officers in the Merger” sections of
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`the Proxy Statement materially incomplete and misleading in contravention of the Exchange Act.
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`Absent disclosure of the foregoing material information prior to the stockholder vote, Plaintiff and
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`the other stockholders of Anaplan will be unable to make a sufficiently informed decision in
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`connection with the Proposed Transaction and are thus threatened with irreparable harm
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`warranting the injunctive relief sought herein.
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`CLAIMS FOR RELIEF
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`COUNT I
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`Claims for Violation of Section 14(a) of the Exchange Act and Rule 14a-9 Promulgated
`Thereunder Against the Individual Defendants and Anaplan
`
`38.
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`39.
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`Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.
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`The Individual Defendants disseminated the false and misleading Proxy Statement,
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`which contained statements that, in light of the circumstances under which they were made,
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`Case 1:22-cv-04147 Document 1 Filed 05/20/22 Page 10 of 13
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`omitted to state material facts necessary to make the statements therein not materially misleading,
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`in violation of Section 14(a) of the Exchange Act and Rule 14a-9. Anaplan is liable as the issuer
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`of these statements.
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`40.
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`The Proxy Statement was prepared, reviewed, and/or disseminated by the
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`Individual Defendants. By virtue of their positions within the Company, the Individual Defendants
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`were aware of this information and their duty to disclose this information in the Proxy Statement.
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`41.
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`The Individual Defendants were at least negligent in filing the Proxy Statement
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`with these materially false and misleading statements.
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`42.
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`The omissions and false and misleading statements in the Proxy Statement are
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`material in that a reasonable stockholder will consider them important in deciding how to vote on
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`the Proposed Transaction. In addition, a reasonable investor will view a full and accurate
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`disclosure as significantly altering the total mix of information made available in the Proxy
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`Statement and in other information reasonably available to stockholders.
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`43.
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`The Proxy Statement is an essential link in causing Plaintiff and the Company’s
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`stockholders to approve the Proposed Transaction.
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`44.
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`By reason of the foregoing, defendants violated Section 14(a) of the Exchange Act
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`and Rule 14a-9 promulgated thereunder.
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`45.
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`Because of the false and misleading statements in the Proxy Statement, Plaintiff is
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`threatened with irreparable harm.
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`COUNT II
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`Claims for Violation of Section 20(a) of the Exchange Act
`Against the Individual Defendants
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`Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.
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`46.
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`47.
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`The Individual Defendants acted as controlling persons of Anaplan within the
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
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`officers and/or directors of Anaplan and participation in and/or awareness of the Company’s
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`operations and/or intimate knowledge of the false statements contained in the Proxy Statement,
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`they had the power to influence and control and did influence and control, directly or indirectly,
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`the decision making of the Company, including the content and dissemination of the various
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`statements that Plaintiff contends are false and misleading.
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`48.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the Proxy Statement alleged by Plaintiff to be misleading prior to and/or shortly after
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`these statements were issued and had the ability to prevent the issuance of the statements or cause
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`them to be corrected.
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`49.
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`In particular, each of the Individual Defendants had direct and supervisory
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`involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had
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`the power to control and influence the particular transactions giving rise to the violations as alleged
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`herein, and exercised the same. The Proxy Statement contains the unanimous recommendation of
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`the Individual Defendants to approve the Proposed Transaction. They were thus directly involved
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`in the making of the Proxy Statement.
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`50.
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`By virtue of the foregoing, the Individual Defendants violated Section 20(a) of the
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`Exchange Act.
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`51.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(a) of the Exchange
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`Act and Rule 14a-9, by their acts and omissions as alleged herein. By virtue of their positions as
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`controlling persons, these defendants are liable pursuant to Section 20(a) of the Exchange Act. As
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`a direct and proximate result of defendants’ conduct, Plaintiff is threatened with irreparable harm.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff demands judgment and preliminary and permanent relief,
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`including injunctive relief, in her favor on behalf of Anaplan, and against defendants, as follows:
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`A.
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`Preliminarily and permanently enjoining defendants and all persons acting in
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`concert with them from proceeding with, consummating, or closing the Proposed Transaction,
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`including the stockholder vote on the Proposed Transaction, unless and until defendants disclose
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`the material information identified above which has been omitted from the Proxy Statement;
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`B.
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`In the event defendants consummate the Proposed Transaction, rescinding it and
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`setting it aside or awarding rescissory damages to Plaintiff;
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`C.
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`Directing the Individual Defendants to file a Proxy Statement that does not contain
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`any untrue statements of material fact;
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`D.
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`Awarding Plaintiff the costs of this action, including reasonable allowance for
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`Plaintiff’s attorneys’ and experts’ fees; and
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`E.
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`Granting such other and further relief as this Court may deem just and proper.
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`JURY DEMAND
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`Plaintiff demands a trial by jury.
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`
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`Dated: May 20, 2022
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`By
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`
`
`ACOCELLI LAW, PLLC
`
`
`/s/ Richard A. Acocelli
`Richard A. Acocelli
`33 Flying Point Road, Suite 131
`Southampton, NY 11968
`Tel: (631) 204-6187
`Email: racocelli@acocellilaw.com
`
`Attorneys for Plaintiff
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