Cloudera and Hortonworks Announce Merger

Cloudera Hortonworlk

PALO ALTO, Calif. and SANTA CLARA, Calif., October 3, 2018 — Cloudera, Inc. (NYSE: CLDR) and Hortonworks, Inc. (Nasdaq: HDP) jointly announced today that they have entered into a definitive agreement under which the companies will combine in an all-stock merger of equals. The transaction, which has been unanimously approved by the Boards of Directors of both companies, will create the world’s leading next generation data platform provider, spanning multi-cloud, on-premises and the Edge.  The combination establishes the industry standard for hybrid cloud data management, accelerating customer adoption, community development and partner engagement.

Tom Reilly, chief executive officer at Cloudera, stated, “Our businesses are highly complementary and strategic. By bringing together Hortonworks’ investments in end-to-end data management with Cloudera’s investments in data warehousing and machine learning, we will deliver the industry’s first enterprise data cloud from the Edge to AI. This vision will enable our companies to advance our shared commitment to customer success in their pursuit of digital transformation.”

“This compelling merger will create value for our respective stockholders and allow customers, partners, employees and the open source community to benefit from the enhanced offerings, larger scale and improved cost competitiveness inherent in this combination,” said Rob Bearden, chief executive officer of Hortonworks. “Together, we are well positioned to continue growing and competing in the streaming and IoT, data management, data warehousing, machine learning/AI and hybrid cloud markets. Importantly, we will be able to offer a broader set of offerings that will enable our customers to capitalize on the value of their data.”

Under the terms of the transaction agreement, Cloudera stockholders will own approximately 60% of the equity of the combined company and Hortonworks stockholders will own approximately 40%. Hortonworks stockholders will receive 1.305 common shares of Cloudera for each share of Hortonworks stock owned, which is based on the 10-day average exchange ratio of the two companies’ prices through October 1, 2018.  The companies have a combined fully-diluted equity value of $5.2 billion based on closing prices on October 2, 2018.