Smartsheet Shareholders Approve Acquisition by Blackstone and Vista Equity Partners

Smartsheet (NYSE:SMAR) (“Smartsheet” or the “Company”), the AI enhanced enterprise grade work management platform, today announced that Smartsheet shareholders overwhelmingly approved the Merger Proposal for the Company’s proposed acquisition by funds managed by Blackstone and Vista Equity Partners. This approval satisfies the shareholder vote condition for the consummation of the acquisition, originally announced in September 2024.

In addition, shareholders also voted in favor of the executive compensation plan related to the acquisition, further validating their support for the Company's leadership and strategic direction.

Smartsheet will disclose the final vote results on a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.

Following the approval of the Merger Proposal, the acquisition remains subject to other customary closing conditions, including certain regulatory approvals that are proceeding in the normal course. Assuming the satisfaction of necessary closing conditions, the acquisition is expected to close in the fourth quarter of Smartsheet’s fiscal year ending January 31, 2025, or shortly thereafter.

About Smartsheet

Smartsheet is the modern enterprise work management platform trusted by millions of people at companies across the globe, including over 85% of the 2024 Fortune 500 companies. The category pioneer and market leader, Smartsheet delivers powerful solutions fueling performance and driving the next wave of innovation. Visit www.smartsheet.com to learn more.

Forward-Looking Statements

This communication may contain forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among other things, statements regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; the prospective performance and outlook of Smartsheet’s business, performance and opportunities; as well as any assumptions underlying any of the foregoing. When used in this communication, or any other documents, words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast,” “goal,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” and similar expressions should be considered forward-looking statements made in good faith by Smartsheet, as applicable, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are subject to risks, uncertainties, and assumptions that could cause Smartsheet’s actual results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the possibility that competing offers or acquisition proposals for Smartsheet will be made; (iii) the possibility that any of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require Smartsheet to pay a termination fee or other expenses; (v) the effect of the pendency of the proposed transaction on Smartsheet’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (vi) risks related to diverting management’s attention from Smartsheet’s ongoing business operations or the loss of one or more members of the management team; (vii) the risk that shareholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (viii) Smartsheet’s ability to achieve future growth and sustain its growth rate; (ix) Smartsheet’s ability to attract and retain talent; (x) Smartsheet’s ability to attract and retain customers (including government customers) and increase sales to its customers; (xi) Smartsheet’s ability to develop and release new products and services and to scale its platform; (xii) Smartsheet’s ability to increase adoption of its platform through its self-service model; (xiii) Smartsheet’s ability to maintain and grow its relationships with channel and strategic partners; (xiv) the highly competitive and rapidly evolving market in which it participates; (xv) Smartsheet’s ability to identify targets for, execute on, or realize the benefits of, potential acquisitions; and (xvi) its international expansion strategies. Further information on risks that could affect Smartsheet’s results is included in its filings with the SEC, including its most recent Quarterly Report on Form 10-Q and its Annual Report on Form 10-K for the fiscal year ended January 31, 2024, and any current reports on Form 8-K that it may file from time to time. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. Except as required by applicable law, Smartsheet assumes no obligation to, and does not currently intend to, update or supplement any such forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date of this communication.

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