美国加利福尼亚州圣何塞和旧金山，2023 年 9 月 21 日 — 思科（纳斯达克股票代码：CSCO）和网络安全和可观察性领导者 Splunk（纳斯达克股票代码：SPLK）今日宣布达成最终协议，根据该协议，思科计划以每股 157 美元的现金收购 Splunk，股权价值约为 280 亿美元。收购完成后，Splunk 总裁兼首席执行官 Gary Steele 将加入思科的执行领导团队，向主席兼首席执行官 Chuck Robbins 汇报工作。
此次收购延续了 Splunk 帮助组织增强数字韧性的传统基础，同时将助力思科加快实现安全地连接一切、使一切成为可能的战略。这两个在 AI、安全性和可观测性领域公认的领导者之间的强强联合，将助力组织提升安全性和韧性。
思科主席兼首席执行官 Chuck Robbins 表示，“我们乐见思科与 Splunk 的携手。我们两方的综合能力将推动实现 AI 驱动的下一代安全性和可观测性。我们将关注点从威胁检测与响应转向威胁预测与防御，可帮助任何规模的组织提升安全性和韧性。”
Splunk 总裁兼首席执行官 Gary Steele 指出，“与思科携手代表着 Splunk 发展历程的下一阶段，这将助力我们加速实现帮助全球组织提升韧性的使命，为我们的股东提供即时和可观的价值。”
“我们将强强联合，成为全球安全和可观测性领域的领导者，利用数据和 AI 的强大力量为客户带来卓越成果，实现行业变革。我们很高兴能与值得信赖的长期合作伙伴携手前进，我们都对实现创新和交付世界一流的客户体验充满热情。我们将两个备受尊重、以目标为导向的组织合并在一起，希望能为全体Splunk 员工带来更多绝佳机会，”Steele 补充道。
在当今高度互联互通的世界，数据无处不在，每个组织每天都依赖数据来运营业务并制定关键任务决策。受生成式 AI 技术的加速演进和采用、威胁面不断扩大以及多云环境的使用等因素的影响，（系统）复杂度对于任何组织来说都是前所未见。组织需要一套更好的方法来管理、保护和释放数据的真正价值，保持数字韧性。
思科和 Splunk 将携手应对上述挑战。
思科和 Splunk 的互补功能将为混合和多云环境提供可观测性，助力公司客户交付流畅的应用体验，为其数字化业务提供支持。思科和 Splunk 拥有庞大规模、数据可见性和信任基础，在助力客户负责任地利用 AI 的力量方面处于有利地位。
思科对 Splunk 的收购也将建立在两家公司的声誉之上，即以目标为导向，拥有相似价值观、强大文化和卓越团队。此次收购将把对创新和包容怀有共同热情的“理想工作场所”合二为一，将继续成为理想工作场所，以及软件人才的首选。
根据协议条款，思科计划以每股 157 美元的现金收购 Splunk，股权价值约为 280 亿美元。预计在交易完成后的第一个财年，现金流为正，毛利率将增加，非公认会计准则每股收益将在第二年增加。此外，该交易将加速收入增长和毛利率扩张。
此次收购已获得思科和 Splunk 董事会的一致批准。此交易预计将在 2024 日历年第三季度末完成，但需获得监管部门批准并满足其他惯例成交条件，包括 Splunk 股东的批准。
有关最终协议中包含的所有条款和条件的详细信息，请参阅思科当前的 8-K 表格报告，该报告将随交易一起提交。
Tidal Partners LLC 担任思科的财务顾问，Simpson Thacher & Bartlett LLP 担任法律顾问，Cravath, Swaine & Moore LLP 担任监管顾问。Qatalyst Partners 和 Morgan Stanley & Co. LLC 担任 Splunk 的财务顾问，Skadden, Arps, Slate, Meagher & Flom LLP 担任法律顾问。
思科（纳斯达克股票代码：CSCO）是全球技术领导厂商，致力于安全地连接一切，使一切成为可能。我们的目标是通过重新定义应用、赋能混合办公、保护企业安全、推动基础架构转型，帮助客户实现可持续发展目标，为所有人打造一个包容性的未来。您可以在 cisco.com.cn 获取更多信息，并关注我们的微信公众号“思科联天下”。思科和思科徽标是思科或其附属机构在美国和其他国家/地区的商标或注册商标。您可以查看思科商标列表：www.Cisco.com/go/trademarks。上述第三方商标是其各自所有者的财产。使用“合作伙伴”一词并不能直接表示思科与任何其他公司之间存在合作关系。
Splunk Inc.（纳斯达克股票代码：SPLK）可助您打造更安全、更有弹性的数字世界。各个组织都相信，通过与 Splunk 进行合作，他们能够防止安全性、基础设施和应用程序问题演变为重大事件，吸收数字化颠覆带来的冲击，加速数字化转型。
Cisco Forward-Looking Statements
This press release may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “strives,” “goal,” “intends,” “may,” “endeavors,” “continues,” “projects,” “seeks,” or “targets,” or the negative of these terms or other comparable terminology, as well as similar expressions) should be considered to be forward-looking statements, although not all forward-looking statements contain these identifying words. Readers should not place undue reliance on these forward-looking statements, as these statements are the management’s beliefs and assumptions, many of which, by their nature, are inherently uncertain, and outside of the management’s control. Forward-looking statements may include statements regarding the expected benefits to Cisco, Splunk and their respective customers from completing the transaction, the integration of Splunk’s and Cisco’s complementary capabilities to create an end-to-end platform designed to unlock greater digital resilience for customers, plans for future investment and capital allocation, the expected financial performance of Cisco following the expected completion of the transaction, and the expected completion of the transaction. Statements regarding future events are based on the parties’ current expectations, estimates and projections and are necessarily subject to associated risks related to, among other things, (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals and other conditions to the completion of the transaction, (ii) the effect of the announcement or pendency of the proposed transaction on Splunk’s business, operating results, and relationships with customers, suppliers, competitors and others, (iii) risks that the proposed transaction may disrupt Splunk’s current plans and business operations, (iv) risks related to the diverting of management’s attention from Splunk’s ongoing business operations, (v) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement, (vi) the outcome of any legal proceedings related to the transaction, (vii) the potential effects on the accounting of the proposed transaction, (viii) legislative, regulatory and economic developments, (ix) general economic conditions, (x) restrictions during the pendency of the proposed transaction that may impact Splunk’s ability to pursue certain business opportunities or strategic transactions, (xi) the retention of key personnel and (xii) the ability of Cisco to successfully integrate Splunk’s market opportunities, technology, personnel and operations and to achieve expected benefits. Therefore, actual results may differ materially and adversely from the anticipated results or outcomes indicated in any forward-looking statements. For information regarding other related risks, see the “Risk Factors” section of Cisco’s most recent report on Form 10-K filed on September 7, 2023, as well as the “Risk Factors” section of Splunk’s most recent reports on Form 10-Q and Form 10-K filed with the SEC on August 24, 2023, and March 23, 2023, respectively. The parties undertake no obligation to revise or update any forward-looking statements for any reason, except as required by law.
Splunk Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Splunk’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Splunk and Cisco, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of Splunk’s business and other conditions to the completion of the transaction; (ii) the impact of the COVID-19 pandemic on Splunk’s business and general economic conditions; (iii) Splunk’s ability to implement its business strategy; (iv) significant transaction costs associated with the proposed transaction; (v) potential litigation relating to the proposed transaction; (vi) the risk that disruptions from the proposed transaction will harm Splunk’s business, including current plans and operations; (vii) the ability of Splunk to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments affecting Splunk’s business; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes under which Splunk operates; (xii) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect Splunk’s financial performance; (xiii) restrictions during the pendency of the proposed transaction that may impact Splunk’s ability to pursue certain business opportunities or strategic transactions; and (xiv) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Splunk’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy statement to be filed with the U.S. Securities and Exchange Commission in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the proxy statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Splunk’s financial condition, results of operations, or liquidity. Splunk does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
This press release includes future estimated non-GAAP EPS information. Non-GAAP measures are not in accordance with, or an alternative for, measures prepared in accordance with generally accepted accounting principles (GAAP) and may be different from non-GAAP measures used by other companies. In addition, non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Cisco believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Cisco’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Cisco’s results of operations in conjunction with the corresponding GAAP measures. Cisco believes that the presentation of non-GAAP measures provides useful information to investors and management regarding financial and business trends relating to its financial condition and its historical and projected results of operations. We have not reconciled future estimated non-GAAP EPS information included in this presentation to the most directly comparable GAAP measure because this cannot be done without unreasonable effort because we do not currently have sufficient data to accurately estimate the individual adjustments included in the most directly comparable GAAP measure that would be necessary for such reconciliations. We expect the variability of these items to have a potentially unpredictable, and a potentially significant, impact on our future GAAP financial results.
Additional Information and Where to Find It
In connection with the proposed transaction and required stockholder approval, Splunk will file with the SEC a preliminary proxy statement and a definitive proxy statement. The proxy statement will be mailed to the stockholders of Splunk. Splunk’s stockholders are urged to carefully read the proxy statement (including all amendments, supplements and any documents incorporated by reference therein) and other relevant materials filed or to be filed with the SEC and in their entirety when they become available because they will contain important information about the proposed transaction and the parties to the transaction. Investors may obtain free copies of these documents (when they are available) and other documents filed with the SEC at its website at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by Splunk by going to Splunk’s Investor Relations page on its corporate website at https://investors.splunk.com or by contacting Splunk Investor Relations at email@example.com.
Participants in the Solicitation
Splunk and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Splunk’s stockholders with respect to the transaction. Information about Splunk’s directors and executive officers, including their ownership of Splunk securities, is set forth in the proxy statement for Splunk’s 2023 Annual Meeting of Stockholders, which was filed with the SEC on May 9, 2023, Form 8- K filed with the SEC on September 21, 2023, and Splunk’s other filings with the SEC. Investors may obtain more detailed information regarding the direct and indirect interests of Splunk and its respective executive officers and directors in the transaction, which may be different than those of Splunk stockholders generally, by reading the preliminary and definitive proxy statements regarding the transaction, which will be filed with the SEC. In addition, Cisco and its executive officers and directors may be deemed to have participated in the solicitation of proxies from Splunk’s stockholders in favor of the approval of the transaction. Information concerning Cisco’s directors and executive officers is set forth in Cisco’s proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on October 18, 2022, annual report on Form 10-K filed with the SEC on September 7, 2023, Forms 8-K filed with the SEC on February 21, 2023, July 19, 2023, and September 21, 2023, and Cisco’s other filings with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov or by going to Cisco’s Investor Relations website at https://investor.cisco.com.