Cloudera, Inc. (CLDR) Accused of Misleading Shareholders
On October 3, 2018, Cloudera issued a press release announcing the proposed merger with its competitor Hortonworks. On January 3, 2019, defendants completed the merger, issuing 174.5 million shares in connection with the merger and pursuant to the Registration Statement. Each former share of Hortonworks common stock was exchanged for 1.305 shares of newly issued Cloudera common stock.
Cloudera omitted material adverse facts from its Registration Statement. Most notably, Cloudera had no legitimate cloud product, despite touting in its Registration Statement that it was “optimized for the cloud.” Because of its lack of product offerings, Cloudera was losing customers. Demoralized, Cloudera’s sales force and related management hemorrhaged with 50% turnover a year prior to the merger. A reduced workforce resulted in decreased sales. With no legitimate or viable cloud product to “complement” the products of Hortonworks, significant customer churn and lengthy sales cycles imploding, the touted “synergies” of the merger were hollow. Moreover, the Company’s business and financial prospects were not what Cloudera made them out to be. In its first full quarter after the merger, Cloudera revealed “headwinds in bookings from existing customers,” “roughly flat” and “softer” bookings of “large accounts,” an “increased” churn rate with a loss of small customers, and “weakness” in sales for midsize customers, as well as “slip renewals. On this news, Cloudera’s stock price plummeted 45%, to less than half of the merger price investors paid.