On September 26, 2022, Avalara, Inc. (Avalara) issued a press release regarding an investor presentation that was filed with the Securities
and Exchange Commission (the SEC) on September 23, 2022 with respect to the proposed transaction with affiliates of Vista Equity Partners. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
No. |
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Description |
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99.1 |
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Press Release, dated as of September 26, 2022 |
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104 |
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The cover page of this Current Report on Form 8-K, formatted in inline XBRL |
Additional Information and Where to Find It
This report has been prepared in respect of the proposed transaction involving Avalara and affiliates of Vista Equity Partners and does not constitute a
solicitation of any vote or approval. In connection with the proposed transaction, Avalara has filed a definitive proxy statement on Schedule 14A on September 12, 2022 (the Proxy Statement) relating to a special meeting of its
shareholders with the SEC. Additionally, Avalara may file other relevant materials in connection with the transaction with the SEC. Shareholders of Avalara are urged to read carefully and in their entirety the Proxy Statement and any other relevant
materials filed or that will be filed with the SEC when they become available because they contain or will contain important information about the proposed transaction and related matters. The Proxy Statement has been filed with the SEC and mailed
or otherwise made available to Avalara shareholders. Shareholders are able to obtain a copy of the Proxy Statement, as well as other filings containing information about the transaction that are filed by Avalara with the SEC, free of charge on EDGAR
at www.sec.gov or on the investor relations page of Avalaras website at investor.avalara.com.
Participants in the Solicitation
Avalara and its directors, executive officers, and certain other members of management and employees of Avalara may be deemed to be participants in the
solicitation of proxies from the shareholders of Avalara in respect of the proposed transaction. Information about Avalaras directors and executive officers is set forth in the proxy statement for Avalaras 2022 Annual Meeting of
Shareholders, which was filed with the SEC on April 21, 2022. Other information regarding the persons who may, under the rules of the SEC, be considered participants in the proxy solicitation and a description of their interests is contained in
the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction.
Safe Harbor for Forward-Looking
Statements
Certain statements contained in this report may constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements regarding Avalaras expectations regarding the proposed transaction with affiliates of Vista Equity
Partners and the future performance and financial results of Avalaras business and other non-historical statements. All statements, other than statements of historical fact, are statements that could be
deemed forward-looking statements, including statements containing the words predicts, plans, expects, anticipates, believes, goal, target, estimate,
potential, may, might, could, see, seek, forecast, and similar words. Avalara cautions readers of this report that such forward looking statements,
wherever they occur in this report or in other statements attributable to Avalara, are necessarily estimates reflecting the judgment of Avalaras senior management and are based on Avalaras current plans and expectations and involve risks
and uncertainties which are, in many instances, beyond Avalaras control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and
uncertainties include, among others: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (ii) the failure to obtain approval of the proposed transaction by Avalara
shareholders; (iii) the failure to obtain required regulatory approval to the completion of the proposed transaction or the failure to satisfy any of the other conditions to the completion of the proposed transaction, including that a
governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed merger; (iv) the risk that the proposed merger will not be consummated in a timely manner, including if the debt and equity financing for
the proposed transaction is not funded in accordance with their respective terms; (v) the effect of the announcement of the proposed transaction on the ability of Avalara to retain and hire key personnel and maintain relationships with its key
business partners and customers, and others with whom it does business, or on its operating results and businesses generally; (vi) the response of competitors to the proposed