Zuora (ZUO) Proxy Filing summary

Executive summary

• A definitive merger agreement was signed for a go-private transaction, with stockholders to receive $10.00 per share in cash, valuing the company at a significant premium to recent trading prices.

• The merger is led by private equity funds affiliated with Silver Lake, with a minority investment from GIC, and will result in the company becoming a wholly owned subsidiary.

• The board, following a special committee’s unanimous recommendation, determined the transaction is fair and in the best interests of unaffiliated stockholders.

• The transaction is subject to customary closing conditions, including regulatory approvals and stockholder votes, and is expected to close by July 17, 2025, with a possible extension to October 17, 2025.

• The CEO and affiliates have agreed to roll over $70 million in equity, with an option to increase by $30 million, and to vote their shares in favor of the merger.

Voting matters and shareholder proposals

• Stockholders will vote on the adoption of the merger agreement, with approval required by a majority of all shares and a majority of unaffiliated shares, voting as a single class.

• The board recommends stockholders vote in favor of the merger; a proxy statement and Schedule 13E-3 will be filed and distributed to stockholders.

• The CEO and affiliates, holding approximately 5.5% of shares, have entered into a support agreement to vote in favor of the merger.

Board of directors and corporate governance

• A special committee of independent directors negotiated and recommended the merger, and the full board unanimously approved the transaction.

• Post-merger, the surviving corporation’s certificate of incorporation and bylaws will be amended and restated; directors of the merger sub will become directors of the surviving corporation.