Splunking into the Future

A case study examining Cisco’s acquisition of Splunk

I. Introduction

On September 21, 2023, Cisco Systems Inc. announced its $28 billion all-cash acquisition of Splunk Inc. (‘the Transaction’),[1] marking one of the largest deals of 2023-24 across the globe,[2] and the largest for Cisco out of the 237 acquisitions it has made since its inception.[3] This acquisition comes at a moment when Cisco is evolving from a hardware-centric company to a software and services-focused enterprise.[4] By combining Cisco’s networking expertise with Splunk’s advanced data platform, the acquisition aims to make a technological behemoth that can tackle the increasing complexities of managing and securing vast amounts of data of its customers.[5]

Acquisitions of massive scale like this have implications not just for the parties involved but also for market dynamics and competitive landscapes, especially in the fast-evolving fields of technology and cybersecurity. This paper provides a detailed analysis of Cisco’s acquisition of Splunk, exploring the transaction’s structure, valuation, and regulatory considerations. Moreover, this study offers insights into how large-scale acquisitions are structured and executed outside India, providing a global perspective on mergers and acquisitions (M&A). It also evaluates the legal and strategic rationale behind the deal and looks to import the critical legal structure to India to enable such high-value transactions with maximum ease for the businesses involved.

II. Cisco Systems Inc.

Cisco Systems, Inc. is a leading multinational technology conglomerate headquartered in San Jose, California.[6] Established in 1984 by Leonard Bosack and Sandy Lerner,[7] and named after the city of San Francisco,[8] Cisco has grown to become a pivotal player in the digital communications industry. The company specialises in developing, manufacturing, and selling networking hardware and software, telecommunications equipment, and other related hardware and software.[9]

Its primary market is in the enterprise network infrastructure sector, where its offerings are tailored to three primary market segments: enterprise, service provider, and small to midsize businesses.[10] As of 2022, Cisco held a 41% share of the global enterprise network infrastructure market, significantly ahead of its closest competitor, Huawei, which had a 10% share. Cisco also holds nearly half of the global Ethernet switch market share.[11]

In recent years, Cisco has focused on expanding its presence in the cloud security, and network performance verticals.[12] This shift is part of its mission to integrate its offerings and increase its market share through acquisitions and other investments.[13] Like most other companies, Cisco too is moving towards software and subscription-based models to increase recurring revenue.

In 2023, Cisco continued its expansion through acquisitions to strengthen its core offerings in cloud security. Before buying Splunk Inc., Cisco made several other notable acquisitions in 2023 like Working Group Two, Code BGP, Oort Inc., SamKnows Ltd., Accedian, Armorblox, Smartlook, and Lightspin.[14]

III. Splunk Inc.

Splunk is also an American software company headquartered in San Francisco, California.[15] It was founded in 2003 by Michael Baum, Rob Das, and Erik Swan, and is known for its data analytics and machine-generated data management expertise. The company's name is inspired by the act of exploring caves, metaphorically representing its mission to help organisations delve into the depths of their data.

Splunk specialises in software that captures, indexes, and correlates real-time data, making it accessible for search and analysis through a web-based interface.[16] These products essentially allow the customers, from across various domains such as application management, security and compliance, as well as business and web analytics, to generate easy-to-understand visuals like graphs, reports, and alerts from their data.[17] This helps them identify patterns, understand pain points, create solutions, and ultimately enhance their security and operational efficiency.

Splunk's product suite includes solutions such as Splunk Enterprise Security (ES) for security information and event management (SIEM), Splunk IT Service Intelligence (ITSI) for IT performance visibility, and Splunk Cloud for scalable cloud-based analytics.[18] In 2023, the IDC named Splunk the No.1 SIEM provider for the fourth year in a row.[19] The company went public in 2012 under the NASDAQ symbol SPLK. [20]

IV. Environment Before the Transaction

Competitive Landscape

Cisco faces competition from Juniper Networks, Huawei Technologies, Dell Technologies, Palo Alto Networks, and CrowdStrike.[21] Splunk competes with companies like Datadog and Dynatrace in the log management and data analytics space.[22]

Technology Sector Landscape

The shift towards cloud-based services is accelerating, with businesses seeking flexible IT infrastructure.[23] Cisco’s acquisition of Splunk aligns with key industry trends, including the rise of artificial intelligence (AI) and the growing importance of data analytics. As organisations generate massive volumes of data, processing, analysing, and deriving actionable insights has become a critical competitive advantage.[24] The increasing demand for advanced data analytics solutions is driving companies to embed AI capabilities into their products and services.[25]

Cybersecurity Concerns

The cybersecurity landscape is increasingly challenging, with ransomware,[26] data breaches,[27] and state-sponsored attacks.[28] Organisations are under pressure to protect digital assets, ensure data privacy, and maintain resilience against evolving threats. This has a fuelled demand for advanced cybersecurity solutions that offer real-time threat detection and rapid incident response, and Splunk has emerged as a leader in this category.[29]

V. Timeline

• April 4, 2023: Scott Herren, Cisco's Executive Vice President and Chief Financial Officer, contacted Gary Steele, Splunk's CEO, to express Cisco's interest in acquiring Splunk.[30]

• April 26, 2023: Cisco and Splunk entered into a Confidentiality Agreement.[31]

• June 20, 2023: Splunk received the non-binding indication of interest from Cisco to acquire Splunk for $130 per share in cash.[32]

• June 21, 2023: The Board of Directors of Splunk convened a meeting to discuss Cisco's offer and formed the Transaction Committee.[33]

• August 31, 2023: Post lengthy negotiations, Splunk received a revised non-binding indication of interest from Cisco to acquire Splunk for $157 per share in cash, along with a proposed exclusivity agreement.[34]

• September 1, 2023: The Board of Directors convened a meeting to consider Cisco's $157 per share in cash proposal.[35]

• September 20, 2023: The Board of Directors of Splunk unanimously approved the Merger Agreement. Later that day, Cisco and Splunk executed and delivered the Merger Agreement.[36]

• September 21, 2023: The parties issued a press release publicly announcing the proposed transaction early in the morning.[37] Cisco and Splunk separately filed Form 8-K with the U.S. Securities and Exchange Commission (SEC) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 to announce the transaction to the shareholders.[38]

• October 17, 2023: Splunk filed a definitive proxy statement with the SEC pursuant to Section 14(a) of the Securities Exchange Act Of 1934 to seek shareholder approval for the acquisition.[39]

• November 13, 2023: Waiting period for review under the Hart-Scott-Rodino Antitrust Improvements Act expired.[40]

• November 29, 2023: Splunk's shareholders authorised the transaction with Cisco.[41]

• March 14, 2024: The European Commission gave antitrust approval for the transaction.[42]

• March 18, 2024: Cisco announced it completed the acquisition of Splunk.[43]

VI. Structure of the transaction

The acquisition of Splunk by Cisco was structured as a reverse triangular merger (RTM). In an RTM, a subsidiary of the acquiring company merges into the target company.[44] After the merger, the target company continues to exist, becoming a wholly-owned subsidiary of the acquiring company, while the acquiring company’s subsidiary ceases to exist.[45]

In this specific transaction:[46]

• Spirit Merger Corp., a wholly-owned subsidiary of Cisco formed solely for the purpose of this transaction, merged into Splunk.

• The separate legal existence of Spirit Merger Corp. ceased upon the merger.

• Splunk survived as the continuing entity, now under Cisco’s ownership.

As a result:[47]

• Splunk became a wholly-owned subsidiary of Cisco.

• Splunk’s common stock ceased to be publicly traded and was delisted from Nasdaq.

Splunk retained all its assets, rights, and liabilities, while the directors and officers of Spirit Merger Corp. became the initial directors and officers of the newly merged Splunk. Additionally, Splunk's certificate of incorporation and bylaws were amended and restated as part of the merger process.[48]

Voting and Support Agreement

On September 20, 2023, along with the Merger Agreement, Cisco entered into a Voting and Support Agreement with Hellman & Friedman LLC (H&F), which owned 7.6% of Splunk’s common stock.[49] Under this agreement, H&F committed to:[50]

• Vote in favour of approving the Merger Agreement.

• Vote against any actions that would prevent or interfere with the successful completion of the merger.

This agreement helped secure critical shareholder approval for the transaction and ensured that there would be no obstacles from one of Splunk’s largest shareholders.[51]

Financing

Cisco financed the $28 billion all-cash transaction using a combination of its cash reserves and newly issued debt.[52] Although Cisco did not disclose the exact amount of fresh debt, the debt notes issued to fund the acquisition received a strong ‘AA-’ rating from S&P Global, indicating confidence in Cisco’s financial health.[53]

Cisco’s leverage ratio, a key indicator of financial stability, is estimated to be 0.8x.[54] This means Cisco’s debt is relatively low compared to its earnings before interest, taxes, depreciation, and amortisation (EBITDA). A leverage ratio under 1x suggests that Cisco is not heavily reliant on debt, maintaining a robust financial position despite the significant acquisition cost.

VII. Consideration

The consideration for Cisco’s acquisition of Splunk included specific provisions for the treatment of Splunk’s common stock, equity awards, and employee stock purchase plans (ESPP).

Splunk Common Stock

Each outstanding share of Splunk common stock was automatically converted into the right to receive $157.00 in cash per share, without interest and subject to applicable withholding taxes.[55] This conversion applied to all shares except:[56]

• Shares held by Splunk as treasury stock.

• Shares owned by Cisco or its subsidiaries.

• Shares owned by stockholders who properly demanded and did not withdraw their statutory rights of appraisal under Delaware law.

Upon the merger’s completion, Cisco deposited the aggregate per-share merger consideration with a designated exchange agent responsible for distributing payments to Splunk stockholders. Once the merger closed, stockholders no longer retained any ownership rights in Splunk, except those who exercised appraisal rights. These rights under Delaware law allowed stockholders to challenge the fairness of the transaction and seek a judicial appraisal of their shares’ value.[57]

Treatment of Company Equity Awards

The merger consideration also outlined the treatment of Splunk’s equity awards, including vested and unvested stock options, restricted stock units (RSUs), and performance-based restricted stock units (PSUs).[58]

Vested Company Equity Awards:[59]

• Each vested stock option (Vested Company Option) that was unexpired, unexercised, and outstanding immediately before the merger was terminated and converted into the right to receive a “Cash-Out Amount” from Cisco.

• This “Cash-Out Amount” was calculated based on the difference between the exercise price of the option and the $157.00 per share merger price.

• The same treatment applied to vested RSUs and PSUs, which were also converted into the right to receive the equivalent cash payment from Cisco.

Unvested Company Equity Awards:[60]

• Unvested stock options and RSUs remained subject to their original vesting and restriction terms.

• However, these awards were converted into the right to receive a “Cash-Out Amount” from Cisco, contingent upon the employee’s continued service with Cisco through the applicable vesting periods.

Treatment of Company ESPP

On September 20, 2023, Splunk’s Board of Directors passed resolutions to terminate the company’s Employee Stock Purchase Plan (ESPP) immediately before the merger closed.[61] This action ensured that:[62]

• Any active offering period under the ESPP was accelerated to conclude prior to the merger’s completion.

• Employees who participated in the ESPP were compensated for their contributions up to the termination date.

It was done to avoid any potential issues with outstanding ESPP obligations that could have added complications to the Transaction.[63]

VIII. Regulatory Approvals

The Transaction needed the approval of American and European antitrust regulators before it could be finalised.

U.S. Antitrust Approval: Hart-Scott-Rodino Antitrust Improvements Act (HSR Act)

The HSR Act, passed in 1976, was designed to prevent anti-competitive mergers by requiring companies to file pre-merger notifications and undergo antitrust review before completing large transactions.[64] This allows the Federal Trade Commission (FTC) and the Department of Justice (DOJ) to assess whether the transaction could harm competition.[65] Under the HSR Act, a mandatory waiting period must be observed, during which the transaction cannot be completed, to allow for this review.[66]

While news reports do not specify when Cisco and Splunk submitted their filings, the waiting period expired on November 13, 2023, with no objections or challenges from either agency, effectively granting approval for the merger.[67]

European Union Antitrust Approval

In the European Union, mergers and acquisitions are assessed by the European Commission to prevent the creation of anti-competitive monopolies.[68] On March 14, 2024, the Commission gave unconditional antitrust approval for the transaction as the Commission did not find it to pose significant competition concerns.[69] They found that there were sufficient alternative players in the market, and the merged entity would not be able to exclude or shut out competitors.[70]

IX. Aftermath

Following the announcement of the Transaction on September 21, 2023, Cisco’s shares fell by 4% to USD 53.[71] Investors were sceptical, believing that Cisco had overpaid with a 32% premium for a company like Splunk, which had reported a $278 million loss in its most recent fiscal year.[72]

Cisco’s performance in Q3 of fiscal 2024 (ending April 27, 2024) saw a 13% drop in revenues, totalling $12.7 billion. Despite the short-term financial struggles, Cisco reported growth in its subscription-based business. In total, subscription revenue grew by 12% year-over-year to $6.9 billion. Excluding Splunk, subscription revenue increased by only 5% year-over-year. Thus, the impact of the Transaction can immediately be seen on Cisco’s financials.[73]

Cisco’s software revenue also reflected this. Including Splunk, total software revenue grew by 5% to $4.5 billion, and software subscription revenue increased by 17%. Without Splunk, software revenue was actually down 4% year-over-year, demonstrating the acquisition’s importance in bolstering this critical segment. Splunk’s contribution to Cisco’s Annualized Recurring Revenue (ARR) was $4.2 billion, lifting Cisco’s overall ARR by 22% year-over-year to $29.2 billion.[74] To lift the sentiment, Cisco CEO Chuck Robbins highlighted that they had compiled a list of 5,000 Cisco customers who could be cross-sold Splunk’s services.[75]

In the fiscal fourth quarter of 2024, Cisco posted revenues of $13.6 billion, marking a 10% decline year-over-year.[76] While the decline was less severe than expected, Cisco also announced significant changes, including a 7% reduction in its workforce as it pivots toward higher-growth areas like cybersecurity and artificial intelligence (AI). [77] Since these announcements, Cisco’s stock has begun to recover steadily.

The stock price of Cisco from September 13, 2023, till October 13, 2024.

Post-Merger Integration and Challenges

At the Cisco Live conference in June 2024, Cisco showcased its plan to make Splunk’s data analytics engine the core of its software portfolio.[78] By integrating other Cisco platforms into Splunk, Cisco aims to provide a unified approach to observability—offering comprehensive visibility across networks and applications.[79] Tom Casey, formerly Senior Vice President, Products & Technology for Splunk, now oversees Cisco’s observability strategy, signalling a concerted effort to consolidate leadership and avoid fragmented priorities between divisions.[80] While the potential benefits are clear, Cisco has not yet provided specifics on executing this integration, leaving analysts and customers waiting for further clarity.[81]

Cisco’s previous experiences with integrating observability platforms such as AppDynamics and ThousandEyes suggest that this process could take time.[82] Customer concerns are already surfacing, particularly regarding overlapping solutions and the pricing structure for the newly merged entity.[83] Many are worried that they may end up paying double for similar services, as there are currently no unified licensing or pricing models.[84] Cisco has indicated that pre-merger customers of either company should contact their respective account managers for product purchases,[85] but confusion remains over how the two product lines will ultimately be streamlined.

AI Integration and Competition

One of the most anticipated aspects of this merger is the integration of AI into Cisco’s and Splunk’s offerings. Both companies have emphasised the importance of AI in driving innovation, particularly in observability and cybersecurity. However, neither company is currently considered a leader in this space. Splunk’s AI Assistant, introduced shortly before the merger, was still in its infancy.[86]

At Cisco Live in June 2024, Cisco unveiled its own AI initiative: the Cisco AI Assistant for AppDynamics, which leverages generative AI to provide personalized insights and recommendations, enabling faster and more informed decision-making.[87] Similarly, new AI enhancements were added to Splunk ITSI, improving the accuracy and management of IT health data.[88] While still evolving, these offerings look promising and could unlock significant value for the shareholders.

X. Analyses

Strategic Analysis

Cisco had previously attempted to acquire Splunk in 2021-2022.[89] After extended negotiations, on February 4, 2022, Cisco submitted a final offer to acquire Splunk for $193 per share.[90] But two days later, Splunk countered with a proposal of $212 per share, prompting Cisco to withdraw its interest.[91] Fast forward to 2023, Cisco managed to secure a deal for $157 per share—a steal deal considering Splunk’s earlier valuations.

From a strategic perspective, the acquisition is a massive win for Cisco on two fronts: observability and security.[92]

Cisco has long sought to enhance its presence in the observability space, but it has struggled to compete with established players. With Splunk’s acquisition, Cisco’s full-stack observability platform could rapidly become more relevant. Splunk’s strong market position and advanced analytics capabilities immediately elevate Cisco’s competitiveness in this sector. The combined power of Cisco’s infrastructure and Splunk’s data analytics tools could lead to a highly effective platform for monitoring and analysing complex systems, giving Cisco an edge in this growing market.

On the security front, Cisco was already a leader with its Security Analytics Platform, boasting a loyal customer base. Splunk’s acquisition strengthens this position, particularly with its Security Information and Event Management (SIEM) offerings. Most Extended Detection and Response (XDR) vendors have moved towards integrating SIEM solutions, and Cisco now has a dual advantage—Cisco XDR for detection and response and Splunk’s adaptable, data-driven security platform. This acquisition solidifies Cisco as a formidable player in both the XDR and SIEM markets, positioning it to better compete against rivals like Palo Alto Networks’ Cortex platform.

Additionally, Cisco benefits from key talent brought in with the acquisition. A significant highlight is Min Wang, Splunk’s Chief Technology Officer, who joined in June 2023. With over 20 years of experience in technology R&D, including leading AI initiatives at Google (such as the AI-driven Google Assistant), Wang’s expertise in Generative AI is a strategic asset. She is spearheading efforts to expand Splunk’s AI capabilities beyond specific domains, creating open and extensible solutions that will likely enhance Cisco’s own AI ambitions.[93]

Reverse Triangular Merger: An Explainer

As discussed in the previous sections, an RTM involves the acquiring company creating a subsidiary that merges with and gets absorbed into the target company.[94] The target company survives the merger as a wholly-owned subsidiary of the acquirer, while the subsidiary stops existing.[95] Ultimately, the acquirer takes over the target company’s assets and obligations (without any actual or real transfer) while the target continues operating without a hiccup, and all its agreements continue to be in force without separately amending them. So, although a merger has taken place on paper, in reality, an acquisition has occurred.

The American legal system offers tax benefits that make RTMs an appealing choice for company acquisitions.[96] Section 368(a)(2)(E) of the Internal Revenue Code allows certain RTMs to qualify as tax-free reorganizations if the acquiring company controls at least 80% of the target’s voting stock after the merger.[97] On meeting this requirement, the merger is treated as a continuation of the target company for tax purposes, rather than as a sale.[98] This enables the acquirer to defer taxes that would otherwise be due on the target’s assets and any capital gains from the transaction.[99]

Apart from this, the acquiring company also gains access to the target’s tax attributes, such as net operating losses (NOLs), tax credits, and deductions. These attributes can be used to offset the acquiring company’s future taxable income, reducing the tax it owes in future years. For example, if the target has accumulated NOLs, the acquirer can apply those losses against its own profits, lowering its future tax obligations. This provides ongoing tax relief after the merger. Additionally, because the target retains its legal identity, the continuity of ownership rule is satisfied, allowing the seamless transfer of these tax benefits without triggering any tax liability for either the target or the acquirer.[100]

Another important benefit is liability protection. In an RTM, the target company’s pre-existing liabilities remain with the surviving entity, limiting the acquiring company’s exposure to these risks and offering a safeguard against unforeseen financial burdens. [101]

RTMs also streamline business continuity by preserving the target company’s contracts and licenses. Since the target retains its legal identity, there’s no need for cumbersome assignments or renegotiations, ensuring uninterrupted operations.[102] Resultantly, RTMs are commonly used in the tech sector due to the complexity of existing agreements and intellectual property rights that companies like Splunk possess.

In India, domestic RTMs are virtually non-existent. The only cases of RTMs filed before the Competition Commission of India (CCI) have been those of two foreign entities undergoing the transaction in the USA but having to take the CCI’s approval to ensure the transaction has no anti-competitive effects in India, for example, the cases of ReNew Global/RMG2,[103] or of Meritor/Cummins.[104] However, CCI is still confused about whether RTMs are mergers or acquisitions. In some instances, such as the Bayer/Monsanto case,[105] it has treated RTMs as acquisitions under Section 5(a) of the Competition Act, 2002. However, in other cases, like Clariant Limited/Huntsman Corporation,[106] they are categorised as amalgamations or mergers under Section 5(c).

Approvals for Acquisition: A Comparative View

In the United States, acquisitions are primarily regarded as private transactions between companies. As we saw in the Transaction, approval for a merger generally requires only the consent of a majority of shareholders unless the Antitrust regulator objects to the transaction within the waiting period under the HSR Act. As long as shareholders consent, minority shareholders have appraisal rights, which ensure they receive a fair price for their shares- but the acquisition is not barred.

In contrast, India's regulatory framework for acquisitions, especially those involving listed companies, is significantly more complex and stringent. The process is governed by multiple regulations: the Competition Act, 2002; the Companies Act, 2013; the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’); and the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (‘Takeover Code’). The following are the approvals required for the acquisition to go through in India:

1. Board Approval (Section 179 (3)(i)): The boards of directors of both the acquiring and target companies must approve the proposed scheme of arrangement or merger.

2. Shareholders’ Approval (Section 230(6) of the Companies Act, 2013; Regulation 17(6) of LODR): A special resolution must be passed by sharing three-fourths of the shareholders present and voting at a general meeting.

3. Stock Exchange Approval (Regulation 37(1) of the LODR): The draft scheme must be submitted to the stock exchanges where the companies are listed to obtain an observation letter or no-objection certificate. This ensures that the proposed arrangement complies with listing regulations.

4. SEBI Approval (Regulation 37 of the LODR): The scheme must be filed with SEBI before submission to the NCLT. SEBI reviews it to ensure compliance with regulatory requirements and protection of shareholder interests, particularly minority shareholders.

5. NCLT Approval (Sections 230-232 of the Companies Act, 2013): An application must be made to NCLT by either company involved in the merger. NCLT may order meetings of creditors or members to be called, held, and conducted as directed, may require reports from RoC and the Official Liquidator to ensure compliance with legal requirements, and an auditor's certificate confirming that any proposed accounting treatment in the scheme conforms to accounting standards under Section 133. As per Section 230(5) of the Companies Act, 2013, before sanctioning the scheme, NCLT must issue notices to various regulatory authorities, any of whom may object to the transaction, including:

• The Central Government,

• The Registrar of Companies (RoC),

• The Income Tax Department,

• SEBI for listed companies.

Thus there is a very wide divide between the ease of mergers & acquisitions in India and the USA, which everyone implicitly already knows, but the above analysis confirms it.

XI. Conclusion

The acquisition of Splunk by Cisco marks a significant shift in the tech landscape, showcasing Cisco's strategic pivot towards software and data analytics. This move enhances Cisco's cybersecurity and AI capabilities and highlights RTMs as a powerful tool for corporate restructuring. RTMs offer tax benefits, liability protection, and seamless integration of contracts, making them an attractive option for complex transactions.

In India, however, the regulatory environment remains less accommodating. The inconsistent treatment of RTMs by the Competition Commission of India reflects a need for clearer guidelines and more flexible legal frameworks. Adopting RTM-friendly laws could stimulate economic growth and innovation, aligning India with global best practices. Until then, navigating India's regulatory maze will continue to be a challenge for companies seeking efficient mergers.

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[2] nperdikis@devensoft.com, “Top 10 M&A Deals of 2023,” Devensoft (blog), February 1, 2024, https://www.devensoft.com/blog/the-top-mergers-and-acquisitions-of-2023/.

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[5] “Cisco to Acquire Splunk, to Help Make Organizations More Secure and Resilient in an AI-Powered World.”

[6] Robert Lewis, “Cisco Systems,” October 11, 2024, https://www.britannica.com/money/Cisco-Systems-Inc.

[7] Id.

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[13] Supra note 10.

[14] “Acquisitions - Acquisition Summary,” Cisco, accessed October 15, 2024, https://www.cisco.com/c/en/us/about/corporate-strategy-office/acquisitions/acquisitions-list-years.html.

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[17] Id.

[18] Id. “What Is Splunk & What Does It Do?”“What Is Splunk & What Does It Do?”

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[20] aibarra@battery.com, “Splunk, the ‘Data-to-Everything’ Software Platform,” Battery Ventures, April 20, 2012, https://www.battery.com/blog/splunk-case-study/.

[21] Supra note 11.

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[24] IABAC®, “Importance of Data Analytics,” IABAC®, February 14, 2024, https://iabac.org/blog/importance-of-data-analytics.

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[27] Di Freeze, “Who’s Hacked? Latest Data Breaches And Cyberattacks,” Cybercrime Magazine (blog), January 28, 2021, https://cybersecurityventures.com/intrusion-daily-cyber-threat-alert/.

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[30] “SCHEDULE 14A - PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,” accessed October 4, 2024, https://www.sec.gov/Archives/edgar/data/1353283/000114036123048563/ny20011269x1_prem14a.htm.

[31] Id.

[32] Id.

[33] Id.

[34] Id.

[35] Id.

[36] Id.

[37] Supra note 1.

[38] “SPLUNK, INC. (Form: 8-K),” accessed October 4, 2024, https://www.sec.gov/Archives/edgar/data/858877/000110465923102595/tm2326347d2_425.htm; “CISCO SYSTEMS, INC. (Form: 8-K, Received: 09/21/2023 08:46:26),” accessed October 4, 2024, https://content.edgar-online.com/ExternalLink/EDGAR/0001193125-23-239165.html.

[39] Supra note 30.

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[41] “Equity Corporate Actions Alert #2024 - 132 Information Regarding the Merger of Splunk Inc. (SPLK),” accessed October 15, 2024, https://www.nasdaqtrader.com/TraderNews.aspx?id=ECA2024-132.

[42] “Cisco Gains EU Antitrust Nod for $28 Bln Splunk Acquisition | Reuters,” accessed October 4, 2024, https://www.reuters.com/markets/deals/cisco-gains-eu-antitrust-nod-28-bln-splunk-acquisition-2024-03-14/.

[43] Chuck Robbins Steele Gary, “A New Day for Data: Cisco and Splunk,” Cisco Blogs (blog), March 18, 2024, https://blogs.cisco.com/news/a-new-day-for-data-cisco-and-splunk.

[44] “Reverse Triangular Merger,” Practical Law, accessed October 14, 2024, https://uk.practicallaw.thomsonreuters.com/3-382-3772?transitionType=Default&contextData=(sc.Default)&firstPage=true.

[45] Id.

[46] Supra note 30.

[47] Id.

[48] Id.

[49] Id.

[50] Id.

[51] Id.

[52] Id.

[53] “Cisco Systems Inc. Notes For Splunk Acquisition R | S&P Global Ratings,” accessed October 13, 2024, https://disclosure.spglobal.com/ratings/en/regulatory/article/-/view/type/HTML/id/3127988.

[54] Id.

[55] Supra note 30.

[56] Id.

[57] Id.

[58] Id.

[59] Id.

[60] Id.

[61] Id.

[62] Id.

[63] Id.

[64] “Hart-Scott-Rodino Act,” Corporate Finance Institute, accessed October 15, 2024, https://corporatefinanceinstitute.com/resources/economics/hart-scott-rodino-act/.

[65] “Premerger Notification and the Merger Review Process,” Federal Trade Commission, June 11, 2013, https://www.ftc.gov/advice-guidance/competition-guidance/guide-antitrust-laws/mergers/premerger-notification-merger-review-process.

[66] Id.

[67] Supra note 40.

[68] “Procedures - European Commission,” accessed October 15, 2024, https://competition-policy.ec.europa.eu/mergers/procedures_en.

[69] Supra note 42.

[70] Id.

[71] Derek Saul, “Cisco Stock Dips 4% After $28 Billion Splunk Acquisition,” Forbes, accessed October 13, 2024, https://www.forbes.com/sites/dereksaul/2023/09/21/cisco-stock-dips-4-after-28-billion-splunk-acquisition/.

[72] Id.

[73] Wade Tyler Millward, “Cisco Q3 2024 Earnings: Partners Part Of Splunk Growth Plans, Deployment Woes Waning,” accessed October 13, 2024, https://www.crn.com/news/networking/2024/cisco-q3-2024-earnings-partners-part-of-splunk-growth-plans-deployment-woes-waning.

[74] Id.

[75] Oxygen staff, “Cisco CEO: 5,000 Customers Are A Slam Dunk For Splunk,” May 16, 2024, https://itchanneloxygen.com/cisco-ceo-5000-customers-are-a-slam-dunk-for-Splunk/.

[76] “Cisco’s Stock Rallied After It Announced Earnings — and More Layoffs,” Investopedia, accessed October 13, 2024, https://www.investopedia.com/cisco-announced-another-major-round-of-layoffs-its-stock-rallied-8695582.

[77] Id.

[78] “Cisco Makes Splunk the Center of Observability | TechTarget,” Networking, accessed October 13, 2024, https://www.techtarget.com/searchnetworking/news/366588252/Cisco-makes-Splunk-the-center-of-observability.

[79] Id.

[80] “HOT TAKE: Cisco Completes Splunk Acquisition - Constellation’s Take. | Constellation Research Inc.,” accessed October 4, 2024, https://www.constellationr.com/blog-news/hot-take-cisco-completes-splunk-acquisition-constellation-s-take.

[81] Id.

[82] Id.

[83] Forrester, “Cisco Needs To Persuade Splunk Customers That Cisco Is Good For Them,” Forbes, accessed October 4, 2024, https://www.forbes.com/sites/forrester/2023/09/22/cisco-needs-to-persuade-splunk-customers-that-cisco-is-good-for-them/.

[84] Id.

[85] “Cisco Acquires Splunk,” Cisco, accessed October 4, 2024, https://www.cisco.com/site/in/en/about/corporate-strategy-office/acquisitions/splunk/index.html.

[86] Supra note 80.

[87] “Cisco and Splunk Launch Unified Observability Solution By Investing.Com,” Investing.com, accessed October 15, 2024, https://www.investing.com/news/company-news/cisco-and-splunk-launch-unified-observability-solution-93CH-3472163.

[88] Id.

[89] “Talks about Cisco Takeover of Splunk Fall Apart: Sources - Taipei Times,” February 14, 2022, https://www.taipeitimes.com/News/biz/archives/2022/02/14/2003773070.

[90] Supra note 30.

[91] Id.

[92] Supra note 83.

[93] Id.

[94] Supra note 44.

[95] Id.

[96] “Reverse Triangular Merger: The Taxable and Tax-Free Version,” Leo Berwick (blog), April 16, 2021, https://www.leoberwick.com/reverse-cash-mergers-reverse-triangular-mergers/.

[97] “26 U.S. Code § 368 - Definitions Relating to Corporate Reorganizations,” LII / Legal Information Institute, accessed October 15, 2024, https://www.law.cornell.edu/uscode/text/26/368.

[98] Supra note 96.

[99] Id.

[100] Id.

[101] “Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH,” the Delaware Court held that an RTM does not transfer contractual liabilities, allowing the target company to retain ownership of its assets post-merger.

[102] In “SQL Solutions, Inc. v. Oracle Corp.,” the California Court ruled that RTMs do not trigger anti-assignment clauses, ensuring the continuity of existing contracts without the need for renegotiation.

[103] “CCI Approves Exchange of Equity Shareholding by Existing Shareholders of ReNew Power with Shares of ReNew Global, along with a Reverse Triangular Merger of Subsidiary of ReNew Global with RMG II,” accessed October 14, 2024, https://pib.gov.in/pib.gov.in/Pressreleaseshare.aspx?PRID=1725361.

[104] “Notice in relation to the acquisition of sole control of Meritor Inc. by Cummins Inc.,” https://www.cci.gov.in/images/caseorders/en/order1682077802.pdf

[105] “CCI Approves the Acquisition of Monsanto by Bayer AG under Section 31(7) of the Competition Act, 2002, Subject to Modifications/Remedies to Address the Anti-Competitive Effects Resulting from the Said Acquisition,” accessed October 15, 2024, https://pib.gov.in/newsite/PrintRelease.aspx?relid=180076.

[106] “Order under Section 31(1) of the Competition Act, 2002,” in response to Notice under Section 6 (2) of the Competition Act jointly given by Clariant Limited, Hurricane Cyclone Corporation and Huntsman Corporation, http://164.100.58.95/sites/default/files/Notice_order_document/Order%20-31_518.pdf.