Silver Lake Management, L.L.C. and CPP Investments agreed to acquire remaining 95.9% stake in Qualtrics International Inc. (NasdaqGS:XM) from SAP America, Inc., The Vanguard Group, Inc. and others for $10.9 billion, in a going private deal, on March 12, 2023. Under the terms of the agreement, Silver Lake together with CPP Investments will acquire 100% of the outstanding shares Silver Lake does not already own and Qualtrics shareholders, including SAP, will receive $18.15 per share in cash. The transaction is fully financed by $9.22 in equity commitments from Silver Lake and co-investors together with $1.75 billion in equity from CPP Investments and $1.2 billion in debt. Upon completion of the transaction, Qualtrics?s common stock will no longer be listed on any public market. Qualtrics will continue to be led by Chief Executive Officer Zig Serafin and the company will remain headquartered in Provo, Utah and Seattle, Washington. Qualtrics?s Board of Directors, as well as a Qualtrics committee of independent Directors, has approved the transaction, which has also been approved by SAP in its capacity as the principal shareholder of Qualtrics. The transaction has been approved by the Qualtrics board, including a committee of independent Directors, as well as the SAP Executive and Supervisory Boards. The transaction is subject to the satisfaction of customary closing conditions, including the receipt of the requisite regulatory approvals, Hart-Scott-Rodino Antitrust, Qualtrics share holders. On May 25, 2023, Qualtrics International obtained the final clearance or approval under applicable foreign antitrust laws required for the consummation of the transaction. As of June 23, 2023, Qualtrics International has received all regulatory approvals or clearances required in connection with the transaction. The transaction is expected to close in the second half of 2023. As of May 26, 2023, the transaction is expected to close in June 2023. The Company expects the merger to close on June 28, 2023.

Andrew J. Schader of Latham & Watkins LLP acted as legal advisor to Silver Lake. Daniel Mitz of Shearman & Sterling LLP, Anthony McCusker of Goodwin Procter LLP and Ethan A. Klingsberg, Sarah K. Solum and Sebastian L. Fain of Freshfields Bruckhaus Deringer US LLP acted as legal advisor to Qualtrics. Morgan Stanley & Co. LLC acted as financial advisor to Qualtrics and Goodwin Procter LLP acted as legal advisor. Barclays Capital Inc. acted as financial advisor to SAP SE and Daniel Mitz, Robert Cardone, Scott Petepiece, Ben Gris, Matthew Readings, Daniel Laguardia, Alan Goudiss, Patrick Hein, Michael Dorf, Alain Dermarkar, Doreen Lilienfeld, Larry Crouch, Michael Steinberg, JB Betker, Sylvain Petit, Barbara Zylberg and Scott Cohen of Shearman & Sterling LLP acted as legal advisor. Goldman Sachs & Co. LLC acted as financial advisor to a Qualtrics committee of independent Directors and Freshfields Bruckhaus Deringer US LLP acted as legal advisor. J.P. Morgan acted as financial advisor and provided committed financing to Silver Lake. Justin G. Hamill and Michael V. Anastasio of Latham & Watkins LLP and Jennifer Hobbs and Catherine Burns of Simpson Thacher & Bartlett LLP acted as legal advisors, with regard to the transaction and to the debt financing, respectively, to Silver Lake. Douglas P. Warner, Dennis F. Adams III, Greg Featherman, Joshua S. Amsel, Olivia J. Greer, Timothy F. Burns, Alexis Brown-Reilly, Neil Rigby and Timothy F. Burns of Weil, Gotshal & Manges LLP acted as legal advisor to CPP Investments. Wells Fargo Corporation acted as the financial advisor to Silver Lake. American Stock Transfer & Trust Company acted as transfer agent to Qualtrics International. Goldman Sachs & Co. LLC acted as fairness opinion provider to Qualtrics International. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Qualtrics International Inc. J.P. Morgan acted as financial advisor and Latham & Watkins LLP and Simpson Thacher & Bartlett LLP acted as legal advisors to Canada Pension Plan Investment Board. Credit Suisse acted as financial advisor to Silver Lake.

Silver Lake Management, L.L.C. and CPP Investments acquired remaining 95.9% stake in Qualtrics International Inc. (NasdaqGS:XM) from SAP America, Inc., The Vanguard Group, Inc. and others, in a going private deal, on June 28, 2023.