Cvent, Inc. entered into a definitive agreement to acquire Dragoneer Growth Opportunities Corp. II from a group of shareholders in a reverse merger transaction for $4.5 billion.
Following the Closing, it is expected that the New Cvent Board will consist of individuals designated by Vista, the individual who will serve as New Cvent's Chief Executive Officer (who shall be the Chief Executive Officer of Cvent as of immediately prior to the Mergers), and an individual who is independent and eligible under the listing rules of Nasdaq to serve on the New Cvent Board's audit committee or one non-voting board observer. As of December 1, 2021, Marcela Martin and Jim Frankola are expected to join the board of Directors post completion. The transaction is subject to, among other things, the approval by Dragoneer's and Cvent's shareholders; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; Dragoneer having at least $5,000,001 of net tangible assets; the shares of Dragoneer common stock being listed on Nasdaq and Nasdaq having raised no objection to the continued listing of such shares; as of immediately prior to the closing, minimum cash being equal to $356 million, the existing certificate of incorporation of Dragoneer being amended and restated; and the Registration Statement on Form S-4 having become effective. The Board of Directors of both Cvent and Dragoneer have unanimously approved the transaction and unanimously recommend that their respective shareholders vote for the agreement. On July 25, 2021, Dragoneer and the Cvent supporting shareholders with a sufficient number of votes to achieve the Cvent Requisite Approval entered into transaction support agreements, pursuant to which, among other things, such Cvent Supporting Shareholders, representing approximately 98.3% of the outstanding voting power of Cvent capital stock as of June 30, 2021, agreed to vote in favor of the Business Combination Agreement and the transactions contemplated thereby. As of November 12, 2021, Dragoneer's registration statement on Form S-4 in connection with the business combination has been declared effective by the U.S. Securities and Exchange Commission. The shareholders of Dragoneer approved the merger at EGM held on December 7, 2021. As of December 7, 2021, the shareholders of Dragoneer approved the transaction. The transaction is expected to be completed in the fourth quarter of 2021. As per updated filing, the transaction is expected to close on December 8, 2021. Morgan Stanley & Co. LLC is serving as the exclusive financial advisor to Cvent. Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are serving as placement agents to Dragoneer on the PIPE. Citigroup Global Markets Inc. is also acting as capital markets advisor to Dragoneer. Richard Campbell, Brian Wolfe, Bob Hayward, Bob Goedert, David Kung, Rohit Nafday, Lucy Frey, Sonali Jindal, Doug Tedeschi, John Lynn, Daisy Darvall, Roberto Miceli, Alex Farmer, Sydney Jones, Maureen O'Brien and Ari Levi of Kirkland & Ellis LLP acted as legal counsel to Cvent and Vista Equity Partners. Thomas Holden of Ropes & Gray LLP is legal counsel to Dragoneer. Davis Polk & Wardwell LLP is legal counsel to the placement agents. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as proxy solicitor to Dragoneer for a fee of $35,000, plus disbursements.