Workday, Inc. (NYSE:WDAY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement

On June11, 2018, Workday, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Armadillo Acquisition Sub, Inc., a wholly-owned subsidiary of the Company (the “Merger Sub”) and Adaptive Insights, Inc. (“Adaptive Insights”), to which the Company would acquire all of the outstanding capital stock of Adaptive Insights through a merger of Merger Sub with and into Adaptive Insights, with Adaptive Insights surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”).

The aggregate consideration payable in exchange for all of the outstanding equity interests of Adaptive Insights is approximately $1.55billion (the “Merger Consideration”), consisting of cash payments to holders of shares of Adaptive Insight’s capital stock, vested stock options and warrants and the assumption by the Company of unvested stock options and unvested restricted stock units held by Adaptive Insight employees, worth approximately $150million in aggregate. The Company will also issue new restricted stock unit awards worth approximately $50million to certain continuing employees.

The Merger Agreement contains representations, warranties and covenants of the Company, Adaptive Insights and the Merger Sub that are customary for a transaction of this nature. Completion of the Merger will be subject to the satisfaction or waiver of customary closing conditions, including the expiration of the waiting period or receipt of approvals under the Hart-Scott-Rodino Act and other applicable antitrust laws. The consummation of the Merger is not subject to a financing condition.

Item 1.01 Other Events

On June11, 2018, the Company and Adaptive Insights issued a press release announcing the entry into the Merger Agreement. A copy of that press release is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This report contains “forward-looking statements” relating to the acquisition of Adaptive Insights by the Company and the Merger Sub. All statements other than historical facts included in this report, including, but not limited to, statements regarding the timing and the closing of the transaction, the expected benefits of the Merger, prospective performance and future business plans, and any assumptions underlying any of the foregoing, are forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown, or unknown risks or uncertainties materialize, actual results could vary materially from the parties’ expectations and projections. Risks and uncertainties include, among other things: uncertainties regarding the timing of the closing of the Merger; the possibility that various closing conditions to the Merger may not be satisfied or waived; that there is a material adverse change to Adaptive Insights; the outcome of any legal proceedings that may be instituted with respect to the transaction; that the integration of Adaptive Insights’ business into the Company is not as successful as expected; the failure to achieve the expected benefits of the Merger; the failure of the Company to achieve the expected financial and commercial results from the Merger; negative effects of the announcement or the consummation of the transaction on Workday’s business operations, operating results or share price; other business effects, including effects of industry, economic or political conditions outside either company’s control; transaction costs; actual or contingent liabilities; as well as other cautionary statements contained elsewhere herein and in the Company’s periodic and other reports filed with the SEC including the factors set forth in the Company’s most recent annual reports on Form 10-K and quarterly reports on Form 10-Q and in Adaptive Insights’ registration statement on Form S-1, as amended. These forward-looking statements reflect the Company’s expectations as of the date of this report. The Company undertakes no obligation to update the information provided herein.

Item 1.01 Financial Statements and Exhibits

(d)Exhibits.

Workday, Inc. Exhibit
EX-99.1 2 d604263dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Workday Announces Acquisition of Adaptive Insights Combination of Two Leaders to Provide Customers with Leading Cloud System to Accelerate Finance and Business Transformation Adaptive Insights to Power Financial Planning for Workday PLEASANTON and PALO ALTO,…
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About Workday, Inc. (NYSE:WDAY)

Workday, Inc. is a provider of enterprise cloud applications for finance and human resources. The Company delivers financial management, human capital management and analytics applications designed for various companies, educational institutions and government agencies. It operates in the cloud applications segment. As part of its applications, the Company provides embedded analytics that capture the content and context of everyday business events, facilitating informed decision-making from wherever users are working. Its applications include Workday Financial Management, Workday Human Capital Management (HCM) and Workday Insight Applications. It also provides open, standards-based Web-services application programming interfaces, and pre-built packaged integrations and connectors. Workday Financial Management provides the finance functions of general ledger, global accounting, accounts payable, accounts receivable and cash management and asset management, among others.