Under the terms of the transaction agreement, subject to Cloudera and Hortonworks stockholder approval, U.S. antitrust clearance and other customary closing conditions, 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.
The deal will create the world’s leading next generation data platform provider, spanning multi-cloud, on-premises and the Edge.
The combination accelerates customer adoption, community development and partner engagement.
It will accelerate market development and innovation in IoT, streaming, data warehouse, hybrid cloud, machine learning/AI and expand market opportunity with complementary offerings, including Hortonworks DataFlow and Cloudera Data Science Workbench.
Finally, the agreement enhances partnerships with public cloud vendors and systems integrators.
Following completion of the transaction, Cloudera’s Chief Executive Officer, Tom Reilly, will serve as Chief Executive Officer; Hortonworks’ Chief Operating Officer, Scott Davidson, will serve as Chief Operating Officer; Hortonworks’ Chief Product Officer, Arun C. Murthy, will serve as Chief Product Officer; and Cloudera’s Chief Financial Officer, Jim Frankola, will serve as Chief Financial Officer, of the combined company. Hortonworks’ Chief Executive Officer, Rob Bearden, will join the board of directors. Current Cloudera board member, Marty Cole, will become Chairman of the board of directors.
The board of directors of the newly-formed company will initially comprise nine directors. Four directors, including Mr. Bearden, will come from Hortonworks’ existing board of directors. Five directors, including Mr. Reilly, will come from Cloudera’s existing board of directors.
A tenth director will be selected by the combined board.
A majority of the board of directors will be independent under New York Stock Exchange standards.