Reiterates Its Belief that the Transaction
Comes at the Wrong Time, at the Wrong Price and Follows the Wrong
Process
Remains Confident in Avalara's Standalone
Opportunities to Deliver Value for Shareholders
SANTA
ROSA, Calif., Oct. 12,
2022 /PRNewswire/ -- Altair US, LLC ("Altair" or
"we"), a pre-IPO angel investor in Avalara, Inc. (NYSE: AVLR)
(the "Company" or "Avalara") and one of the Company's largest
shareholders, today reiterated that it intends to vote AGAINST the
Company's proposed sale to Vista Equity Partners ("Vista"). Altair
believes other shareholders should do the same.
We encourage shareholders to join us in
voting AGAINST this flawed transaction
Altair issued the following statement:
"As one of Avalara's largest and longest-tenures
shareholders, we are confident in the Company's capacity to create
significantly more value for shareholders than Vista's
opportunistic proposal. We continue to believe that the proposed
sale to Vista is ill-timed, the result of an inadequate process
rife with conflicts of interest and significantly undervalues
Avalara. That is why we intend to vote against this flawed
transaction.
Others agree, including leading independent
proxy advisory firm Glass, Lewis & Co., which noted last
week:
'We share Altair's view that the purchase price
and implied valuation metrics of the transaction are uncompelling
and, ultimately, inadequate when compared to the Company's
historical valuation and the prices paid for other software
companies in precedent transactions, including those selected by
Goldman Sachs for its fairness opinion. We also take a dim view of
the timing and other aspects of the process resulting in the
transaction, including apparent conflicts of interest stemming from
Goldman Sachs' longstanding relationship with Vista and certain
Avalara directors' ties to Vista, for which the Avalara board took
no action to attempt to mitigate. These concerns raise doubt, in
our view, as to whether the transaction is the result of a truly
robust and independent process and whether the interests of
Avalara's shareholders and the primary objective of maximizing
long-term shareholder value were the drivers of the process.
All factors considered, we believe these concerns justify voting
against the proposed transaction.'
Avalara remains in the early stages of market
penetration and has a track record of compounding growth, and the
Company is well-positioned to continue growing in both good and
challenging times. The Company should not transact – and certainly
not at this price – while the capital markets remain depressed and
volatile, which we believe substantially impaired the Board's
ability to negotiate full and fair value.
In our view, there was no imperative for the
Board to undertake a sale process, and it is unfathomable that the
Board chose to do so in this strained economic environment. As best
we can tell, the Board was strongly influenced in timing and
process by its financial advisor, Goldman Sachs, which stands to
receive $70 million from Avalara
contingent upon closing of the transaction. In our view, Goldman
conducted an inadequate and flawed sale process that resulted in a
sale to a party with whom Goldman has a longstanding and lucrative
fee relationship.
It is unsurprising that this suboptimal process
yielded such an underwhelming price. A company with Avalara's
promising prospects should be sold from a position of strength, in
a robust financing market and after a well-run process that
maximizes the risk-adjusted value of the company.
While we have been proud shareholders of Avalara
for nearly 20 years, we are not emotional about our ownership. We
recognize that there may come a time when the best outcome for
shareholders is a sale of the Company. This is not that time, and
$93.50 is not the right price.
We remain convinced that Avalara can deliver
value to shareholders far in excess of what Vista is willing to
pay. We urge shareholders not to be influenced by transient market
dynamics and the Company's hyperbolic claims of temporary business
challenges.
With the Company's special meeting taking place
on Friday, October 14, time for our
fellow shareholders to act is running out. We encourage
shareholders to join us in voting AGAINST this flawed
transaction."
For more information about why we believe Avalara's Board chose
the wrong time to sell, conducted a flawed sale process and agreed
to an inadequate price, we encourage shareholders to read our proxy
materials and our investor presentation, which is available here:
https://tinyurl.com/5n8v24ye
Permission to quote from the Glass Lewis report was neither
sought nor obtained.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
In
connection with the proposed acquisition of Avalara, Inc. (the
"Company") ( NYSE: AVLR) by affiliates of Vista Equity
Partners Management, LLC (the "Merger"), the Company entered into
an Agreement and Plan of Merger, dated as of August 8, 2022, with Lava Intermediate, Inc., a
Delaware corporation ("Parent"),
and Lava Merger Sub, Inc., a Washington corporation and wholly owned
subsidiary of Parent (the "Merger Agreement"). The Participants (as
defined below) filed a definitive proxy statement and accompanying
proxy card with the SEC on September 30,
2022, to be used to solicit proxies for votes (the "Proxy
Solicitation") opposing the adoption of the Merger Agreement at the
special meeting of shareholders (the "Special Meeting") and
regarding other proposals that may come before the Special Meeting.
The Participants in the Proxy Solicitation are Altair US, LLC, a
Delaware limited liability company
("Altair US"), and Richard Bailey
(collectively, the "Participants"), the Manager of Altair US. As of
the date hereof, each of the Participants may be deemed to
beneficially own, in the aggregate, 850,892 shares of common stock
of the Company.
THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE COMPANY
TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE
AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE
COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO
SROWLAND@SHAREHOLDERSDESERVEBETTER.COM.
Disclaimer
This press release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities described herein in any state to any person. In
addition, the discussions and opinions in this press release and
the material contained herein are for general information only and
are not intended to provide investment advice. All statements
contained in this press release that are not clearly historical in
nature or that necessarily depend on future events are
"forward-looking statements," which are not guarantees of future
performance or results, and the words "anticipate," "believe,"
"expect," "potential," "could," "opportunity," "estimate," and
similar expressions are generally intended to identify
forward-looking statements. The projected results and
statements contained in this press release and the material
contained herein that are not historical facts are based on current
expectations, speak only as of the date of this press release and
involve risks that may cause the actual results to be materially
different. Altair US, LLC disclaims any obligation to
update the information herein and reserves the right to change any
of its opinions expressed herein at any time as it deems
appropriate.
ALTAIR US, LLC HAS NEITHER SOUGHT NOR OBTAINED THE CONSENT FROM
ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED
HEREIN THAT HAVE BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR
PUBLISHED BY SUCH THIRD PARTIES. EXCEPT AS OTHERWISE EXPRESSLY
STATED HEREIN, ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE
VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTIES FOR THE
VIEWS EXPRESSED HEREIN.
About Altair US, LLC
Altair is a family office.
Investor Contact
MacKenzie Partners, Inc.
Bob Marese
(212) 929-5500
Media Contact
Stanley
Rowland
Phone: (925) 708-5611
srowland@ShareholdersDeserveBetter.com
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SOURCE Altair US, LLC