On October 14, 2016, Apigee Corporation (Apigee) issued a press release
announcing that on October 12, 2016 it received early termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), in connection with the proposed acquisition of Apigee
by Google Inc. (Google) and Areopagus Inc., a wholly owned subsidiary of Google. Pursuant to the Agreement and Plan of Merger dated September 7, 2016, by and among Apigee, Google and Areopagus Inc., the closing of the proposed
acquisition is subject to the satisfaction of certain closing conditions, including Apigee stockholder approval and applicable regulatory approvals. Termination of the HSR Act waiting period is one of the specified conditions to which closing of the
proposed acquisition is subject.
The foregoing description is qualified in its entirety by reference to the press release, a copy of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the transaction, the Company has filed relevant materials with the Securities and Exchange Commission (the SEC), including a
definitive proxy statement on Schedule 14A. The Company has also caused to be mailed the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. The definitive proxy statement and other relevant materials in connection with the transaction (when they may become available), and any other documents filed by
the Company with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or through the investor relations section of the Companys website (
http://investors.Apigee.com
).
Participants in the Solicitation
Apigee and its
directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from Apigees stockholders with respect to the merger. Information about Apigees directors and
executive officers and their ownership of Apigees Common Stock is set forth in Apigees annual proxy statement on Schedule 14A filed with the SEC on November 25, 2015 and in Apigees definitive proxy statement on Schedule 14A
filed with the SEC on October 11, 2016. Stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the merger, which may be different than
those of Apigee stockholders generally, by reading the definitive proxy statement and other relevant documents regarding the merger when they may become available, which will be filed with the SEC.
Forward-Looking Statements
This communication contains
certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction and business combination between Google and Apigee, including statements regarding the benefits of
the transaction, the anticipated timing of the transaction and the products and markets of each company. These forward-looking statements generally are identified by the words believe, project, expect,
anticipate, estimate, intend, strategy, future, opportunity, plan, may, should, will, would, will be,
will continue, will likely result, and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the transaction may
not be completed in a timely manner or at all, which may adversely affect Apigees business and the price of the common stock of Apigee, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the
adoption of the merger agreement by the stockholders of Apigee and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the
merger agreement, (iv) the effect of the announcement or pendency of the transaction on Apigees business relationships, operating results, and business generally, (v) risks that the proposed transaction disrupts current
plans and operations of Google or Apigee, including disruptions to relationships with customers, licensees, and other business partners of Apigee and potential difficulties in Apigee employee
retention as a result of the transaction, (vi) risks related to diverting managements attention from Apigees ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against Google or
against Apigee related to the merger agreement or the transaction, (viii) the ability of Google to successfully integrate Apigees operations, product lines, and technology within the expected time-line or at all, (ix) the ability of
Google to implement its plans, forecasts, and other expectations with respect to Apigees business after the completion of the proposed merger and realize additional opportunities for growth and innovation, (x) the fact that receipt of the
all-cash merger consideration will be taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; (xi) the fact that, if the merger is completed, stockholders will forego the opportunity to realize the
potential long-term value of the successful execution of Apigees current strategy as an independent company and Apigees inability to make certain changes to our business pending the completion of the merger, and other restrictions on our
ability to conduct our business; (xii) the possibility that Google could, at a later date, engage in unspecified transactions, including restructuring efforts, special dividends or the sale of some or all of Apigees assets to one or more
as yet unknown purchasers, that could conceivably produce a higher aggregate value than that available to stockholders in the merger; (xiii) the fact that under the terms of the merger agreement, Apigee is unable to solicit other acquisition
proposals during the pendency of the merger; (xiv) potential uncertainty in the marketplace, which could lead current and prospective customers to purchase from other vendors or delay purchasing from Apigee; (xv) the amount of the costs,
fees, expenses and charges related to the merger agreement or the merger; (xvi) other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the
merger; (xvii) risks that our stock price may decline significantly if the merger is not completed; and (xviii) risks related to obtaining the requisite consents to the merger, including the timing and receipt of regulatory approvals from
various domestic and foreign governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval.
The foregoing list of factors is not exclusive. Additional risks and uncertainties that could affect Apigees financial and operating results are
included under the captions Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in Apigees Annual Report on Form 10-K, as amended, filed with the SEC
on October 7 and 11, 2016. Apigees SEC filings are available on the Investor Relations section of the Companys website at http://investors.apigee.com and on the SECs website at www.sec.gov. While Apigee may elect to update
forward-looking statements at some point in the future, Apigee specifically disclaims any obligation to update the forward-looking statements provided to reflect any change in its expectations or any change in events, conditions or circumstances on
which any such statement is based, and, therefore, you should not rely on these forward-looking statements as representing Apigees views as of any date subsequent to today.