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The story of how a Swiss runner's pursuit of a new running sensation became On, aiming to be the most premium global sportswear brand worldwide.
Confluent (CFLT) investor relations material
Confluent Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary23 Dec, 2025
Executive summary
A special meeting will be held for shareholders to vote on a proposed merger with IBM, where each share will be converted into $31.00 in cash, representing a 35% premium to the 30-day average price as of December 5, 2025.
The merger will result in Confluent becoming a wholly owned subsidiary of IBM, with all outstanding shares of Class A and Class B common stock converted to cash, and the company delisted from Nasdaq.
The Board, following a Special Committee's recommendation, unanimously supports the merger, citing a robust strategic review, premium valuation, and certainty of value for shareholders.
Morgan Stanley provided a fairness opinion, concluding the $31.00 per share offer is fair from a financial perspective.
Voting matters and shareholder proposals
Shareholders will vote on: (1) adoption of the merger agreement, (2) approval, on a non-binding advisory basis, of certain merger-related executive compensation, and (3) adjournment of the special meeting if necessary.
A voting agreement binds certain major shareholders (representing 62% of voting power) to support the merger, with reduced obligations if the Board changes its recommendation.
Shareholders not voting in favor may seek appraisal rights under Delaware law for the fair value of their shares.
Board of directors and corporate governance
The Special Committee, composed solely of independent directors, led the negotiation and evaluation process, ensuring procedural fairness.
The merger agreement includes provisions for the indemnification and insurance of current directors and officers post-merger.
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Frequently asked questions
Confluent, Inc. provides a data streaming platform that enables its clients to transform their business by harnessing real-time data streams. The Confluent Platform manages the barrage of stream data and makes it available throughout an organization. It provides various industries with a stream-data platform that enables application builders to easily access data as real-time streams. The company’s platform helps companies to make their applications smarter, by feeding them the massive amounts of information generated by their users, sensor networks and machines.
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