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Billionaire Carl Icahn Gets 2 Cloudera Board Seats in Settlement

Scott Deveau

(Bloomberg) -- Carl Icahn has reached an agreement with Cloudera Inc. that will see the activist investor awarded two seats on the technology company’s board.

The billionaire disclosed his position in the enterprise cloud-software company earlier this month, arguing it was undervalued. Icahn has been building his position since and held roughly 18.4% of the company as of last week, according to a regulatory filing.

Under the terms of the agreement, Icahn employees Nicholas Graziano and Jesse Lynn will join Cloudera’s board, the parties said in a joint statement Monday. Graziano will also join the board’s mergers and acquisitions committee, while Lynn will join the board committee given the task of finding a new chief executive officer.

“Since the disclosure of his stake in Cloudera, we have been engaged in very constructive conversations with Carl and his colleagues,” Martin Cole, Cloudera’s chairman and interim CEO, said in the statement. “Based on the strength of our product portfolio, our impressive enterprise customer base, and the potential of our forthcoming new Cloudera Data Platform, Carl has indicated that he believes Cloudera is undervalued -- and we fully agree.”

Icahn has agreed to standstill provisions and will limit his ownership in the company to 20%, the parties said. The board will be be expanded to 10 directors and capped at that size, with an 11th position to be potentially added when a new CEO is appointed, according to the statement. As part of the agreement, Icahn won’t nominate any other directors to the board in 2020 and will support the company’s nominees, according to the statement.

Cloudera shares had lost more than half their value in the 12 months before Icahn disclosed his position in the company. The Palo Alto, California-based technology firm announced in June that CEO Tom Reilly and the company’s co-founder, Chief Strategy Officer Mike Olson, would be leaving.

Icahn last week criticized the company’s effort to integrate its merger with rival Hortonworks. The deal, which closed in January, was valued at more than $1.8 billion when it was announced last October.

(Updates with agreement to support company directors in the fifth paragraph.)

To contact the reporter on this story: Scott Deveau in New York at sdeveau2@bloomberg.net

To contact the editors responsible for this story: Liana Baker at lbaker75@bloomberg.net, Ben Scent, Andrew Pollack

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