Marketo is now a private, independent company owned by Vista Equity Partners. The acquisition, announced May 31, has closed — and Marketo is part of Vista’s portfolio of companies.
The deal closed today, less than three weeks after shareholders of San Mateo, Calif.-based Marketo approved the proposed sale of the marketing automation provider to Vista for $1.79 billion, according to a U.S. Securities and Exchange Commission document.
Marketo's common stock will continue trading today and thereafter cease to be traded on Nasdaq.
'Accelerating Execution Toward Innovation'
In a statement, Marketo Chairman and CEO Phil Fernandez said he set out 10 years ago to create a new kind of enterprise software company that would transform the way companies market to and engage with their customers. The partnership with Vista "will allow us to double down on that vision and focus on accelerating our execution toward product innovation and customer success for companies in fast-growth and enterprise business and consumer segments," he stated.
As a member of Vista’s portfolio of companies, Marketo claims it has access to Vista’s expertise, resources and network, which will accelerate its execution toward product innovation and success for its customers. Brian Sheth, co-founder and president of Vista, added that he sees "significant value" in Marketo's ability to enable organizations "to increase digital intimacy and lifetime value" with customers and consumers leveraging the Marketo Marketing Platform.
Of the more than 37 million shares of stock represented at the meeting at Marketo's headquarters, nearly 99 percent of them voted to approve the merger.
Class Action Lawsuits
Marketo is still facing two class action lawsuits in connection with the deal, which will generate more than $58 million for Fernandez, court documents show.
In a suit filed in July in California federal court, shareholder Robert Rosati alleges the proxy statement fails to disclose material information about potential conflicts of interest affecting Marketo’s management, including its discussions with Vista regarding continued employment and rollover equity.
Rosati also contends the proxy fails to disclose the process leading to the merger agreement, the analysis of the board's financial adviser, Morgan Stanley & Co., and Marketo's financial projections.
Fernandez and other Marketo board members — specifically Lynne Biggar, Cambria Dunaway, Roger S. Siboni, Susan L. Bostrom, Tae Hea Nahm and Wesley R. Wasson — "are knowingly or recklessly violating their fiduciary duties, including their duties of care, loyalty and good faith owed," the suit alleges.
That suit came on the heels of another class action against Marketo filed earlier in July in Santa Clara County Superior Court in California.
In that suit, Sonila Porwal alleges Marketo’s directors breached their fiduciary duties to Marketo stockholders by seeking to sell Marketo too cheaply through an allegedly defective process.
The lawsuit sought, among other things, to block the proposed sale and rescind the agreement to sell, which Porwal characterized as grossly inadequate and said undervalues Marketo.