Zuora (ZUO) Proxy Filing summary

Executive summary

• A merger is proposed where Zodiac Acquisition Sub, Inc. will merge with and into the company, making it a private entity controlled by Silver Lake and GIC, with an expected close in Q1 2025.

• All shareholders will receive $10.00 per share in cash at closing, regardless of market price at that time.

• The company will remain headquartered in Redwood City and led by Tien, with no immediate changes to operations, brand, or employee roles until closing.

• Silver Lake and GIC are highlighted as experienced partners with a track record in technology investments, aiming to support long-term growth.

• The transaction is subject to shareholder and regulatory approvals, with forward-looking statements cautioning about potential risks and uncertainties.

Voting matters and shareholder proposals

• Shareholder approval is required for the merger to proceed, and a proxy statement will be provided for voting decisions.

• Stockholders are urged to read the proxy statement and Schedule 13E-3 when available for important transaction details.

Board of directors and corporate governance

• Tien will remain as the leader post-transaction, transitioning from significant voting power to minority shareholder status alongside Silver Lake and GIC.

• No changes to the board or executive leadership are indicated prior to transaction close.