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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A
(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

 

INFORMATICA CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:

        
 

ý

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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LOGO


Informatica Corporation
2100 Seaport Boulevard
Redwood City, California 94063

May 18, 2015

To the Stockholders of Informatica Corporation:

        You are cordially invited to attend a special meeting of stockholders (the "Special Meeting") of Informatica Corporation, a Delaware corporation ("Informatica", the "Company", "we", "us", or "our") to be held on June 23, 2015, at 10:00 am, Pacific Time, at Informatica's corporate headquarters, 2100 Seaport Blvd., Redwood City, CA 94063.

        At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the "Merger Agreement"), dated April 6, 2015, by and among Informatica, Italics Inc., a Delaware corporation ("Newco"), and Italics Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Newco ("Merger Sub"). Newco and Merger Sub have secured committed financing, consisting of a combination of equity to be provided by the Canada Pension Plan Investment Board ("CPPIB") and investment funds advised by Permira Advisers LLC ("Permira") and debt financing the aggregate proceeds of which, together with Informatica's available cash, cash equivalents or marketable securities will be sufficient for Newco and Merger Sub to pay the aggregate merger consideration and all related fees and expenses. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Informatica (the "Merger"), and Informatica will become a wholly owned subsidiary of Newco. At the Special Meeting, you will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

        If the Merger is completed, you will be entitled to receive $48.75 in cash, without interest, for each share of common stock that you own (unless you have properly exercised your appraisal rights), which represents a premium of: (1) approximately 10% to the closing price of Informatica's common stock on April 2, 2015, the last trading day prior to the date on which Informatica entered into the Merger Agreement; (2) approximately 27% to the closing price of Informatica's common stock on January 23, 2015, the last trading day prior to the date that affiliates of Elliott Management Corp. (such affiliates, "Elliott") announced that they had accumulated a significant minority interest in Informatica's shares; and (3) approximately 53% to the closing price of Informatica's common stock on September 26, 2014, the last trading day prior to the date that Vista Equity Partners announced an agreement to acquire TIBCO Software Inc.

        The Board of Directors of Informatica (the "Board of Directors"), after considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Informatica and its stockholders; and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board of Directors recommends that you vote (1) "FOR" the adoption of the Merger Agreement; (2) "FOR" the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) "FOR" the non-binding, advisory proposal to approve compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

        The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board of Directors in connection with its


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evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

        Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

        If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

        Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock.

        If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Call Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
Email: proxy@mackenziepartners.com

        On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

 
   
    Sincerely,

 

 


GRAPHIC

Sohaib Abbasi
Chairman and Chief Executive Officer

        The accompanying proxy statement is dated May 18, 2015 and, together with the enclosed form of proxy card, is first being mailed on or about May 21, 2015.


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LOGO

Informatica Corporation
2100 Seaport Boulevard
Redwood City, California 94063

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON June 23, 2015

        Notice is hereby given that a special meeting of stockholders (the "Special Meeting") of Informatica Corporation, a Delaware corporation ("Informatica", the "Company", "we", "us", or "our") will be held on June 23, 2015, at 10:00 am, Pacific Time, at Informatica's corporate headquarters, 2100 Seaport Blvd., Redwood City, CA 94063, for the following purposes:

        Only stockholders of record as of the close of business on May 6, 2015 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

        The Board of Directors unanimously recommends that you vote (1) "FOR" the adoption of the Merger Agreement; (2) "FOR" the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) "FOR" the non-binding, advisory proposal to approve compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

        Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

 
   
    By the Order of the Board of Directors,

 

 


GRAPHIC

Sohaib Abbasi
Chairman and Chief Executive Officer

Dated: May 18, 2015



YOUR VOTE IS IMPORTANT

        WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

        If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

        If you are a stockholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a "legal proxy" in order to vote in person at the Special Meeting.

        If you fail to (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote "AGAINST" the proposal to adopt the Merger Agreement but will have no effect on the other two proposals.

        We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Call Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
Email: proxy@mackenziepartners.com


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  Page

SUMMARY

  1

Parties Involved in the Merger

  1

The Merger

  2

Material U.S. Federal Income Tax Consequences of the Merger

  2

Treatment of Options and Restricted Stock Units

  3

Treatment of Purchase Rights under the Employee Stock Purchase Plan

  4

Financing of the Merger

  4

Conditions to the Closing of the Merger

  4

Regulatory Approvals Required for the Merger

  5

Recommendation of the Board of Directors

  5

Opinion of Qatalyst Partners LP

  5

Interests of Informatica's Directors and Executive Officers in the Merger

  6

Appraisal Rights

  6

Alternative Acquisition Proposals

  7

Termination of the Merger Agreement

  8

Termination Fees

  9

The Special Meeting

  9

Effect on Informatica if the Merger is Not Completed

  11

Legal Proceedings Regarding the Merger

  11

QUESTIONS AND ANSWERS

  12

FORWARD-LOOKING STATEMENTS

  21

THE SPECIAL MEETING

  23

Date, Time and Place

  23

Purpose of the Special Meeting

  23

Record Date; Shares Entitled to Vote; Quorum

  23

Vote Required; Abstentions and Broker Non-Votes

  23

Shares Held by Informatica's Directors and Executive Officers

  24

Voting of Proxies

  24

Revocability of Proxies

  25

Board of Directors' Recommendation

  25

Solicitation of Proxies

  25

Anticipated Date of Completion of the Merger

  26

Appraisal Rights

  26

Other Matters

  26

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 23, 2015

  26

Householding of Special Meeting Materials

  26

Questions and Additional Information

  27

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

  28

PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING

  29

PROPOSAL 3 ADVISORY, NON-BINDING VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS

  30

THE MERGER

  31

Parties Involved in the Merger

  31

Effect of the Merger

  32

Effect on Informatica if the Merger is Not Completed

  32

Merger Consideration

  33

Background of the Merger

  33

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Recommendation of the Board of Directors and Reasons for the Merger

  48

Opinion of Qatalyst Partners LP

  52

Management Projections

  58

Interests of Informatica's Directors and Executive Officers in the Merger

  61

Financing of the Merger

  70

Fee Funding Agreement

  71

Closing and Effective Time

  72

Appraisal Rights

  72

Accounting Treatment

  77

Material U.S. Federal Income Tax Consequences of the Merger

  77

Regulatory Approvals Required for the Merger

  79

Legal Proceedings Regarding the Merger

  81

THE MERGER AGREEMENT

  82

Explanatory Note Regarding the Merger Agreement

  82

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

  82

Closing and Effective Time

  83

Marketing Period

  83

Merger Consideration

  84

Exchange and Payment Procedures

  85

Representations and Warranties

  85

Conduct of Business Pending the Merger

  88

Alternative Acquisition Proposals

  90

The Board of Directors' Recommendation; Company Board Recommendation Change

  92

Employee Benefits

  93

Efforts to Close the Merger

  94

Indemnification and Insurance

  94

Other Covenants

  95

Conditions to the Closing of the Merger

  95

Termination of the Merger Agreement

  97

Termination Fees

  98

Specific Performance

  100

Fees and Expenses

  101

Amendment

  101

Governing Law

  101

MARKET PRICES AND DIVIDEND DATA

  102

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  103

FUTURE STOCKHOLDER PROPOSALS

  106

WHERE YOU CAN FIND MORE INFORMATION

  107

MISCELLANEOUS

  109

ANNEXES

   

ANNEX A — AGREEMENT AND PLAN OF MERGER

  A-1

ANNEX B — OPINION OF QATALYST PARTNERS LP

  B-1

ANNEX C — SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

  C-1

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SUMMARY

        This summary highlights selected information from this proxy statement related to the merger of Italics Merger Sub Inc. with and into Informatica Corporation, which we refer to as the "Merger", and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption "Where You Can Find More Information." The Merger Agreement is attached as Annex A to this proxy statement. We encourage you to read the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

        Except as otherwise specifically noted in this proxy statement, "Informatica", the "Company", "we", "our", "us" and similar words refer to Informatica Corporation, including, in certain cases, our subsidiaries. Throughout this proxy statement, we refer to Italics Inc. as "Newco" and Italics Merger Sub, Inc. as "Merger Sub". In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated April 6, 2015, by and among Informatica, Newco and Merger Sub, as it may be amended, supplemented or modified from time to time, as the "Merger Agreement".

Parties Involved in the Merger

        Informatica is the leading independent provider of enterprise data integration software and services. We believe data is one of an organization's most strategic assets, and our solutions enable a wide variety of complex, enterprise-wide data integration initiatives. Our diverse product portfolio centers on data: we offer a variety of solutions, both on-premise and in the cloud, for data integration, data quality, big data, master data management (MDM), data security, data exchange, and data preparation, among others. Informatica's common stock is listed on NASDAQ under the symbol "INFA".

        Italics Inc. was formed on April 1, 2015, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

        Italics Merger Sub Inc. is a wholly owned direct subsidiary of Newco and was formed on April 1, 2015, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

        Newco and Merger Sub are each affiliated with certain funds advised by Permira Advisers LLC ("Permira") and Canada Pension Plan Investment Board ("CPPIB"). In connection with the transactions contemplated by the Merger Agreement, (1) Permira V L.P.1, Permira V L.P.2, Permira Investments Limited, P5 Co-Investment L.P., P5 CIS S.à r.l. and Permira V I.A.S. L.P. (collectively the "Permira Funds") and CPPIB have, in the aggregate, provided to Newco equity commitments of up to $2.542 billion; and (2) Newco has obtained debt financing commitments from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Credit Suisse AG, Credit Suisse Securities (USA) LLC, MIHI LLC, Macquarie Capital (USA) Inc., Morgan Stanley Senior

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Funding, Inc., Nomura Securities International, Inc., RBC Capital Markets, Royal Bank of Canada, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. and certain of their respective affiliates for an aggregate amount of $2.775 billion, approximately $2.655 billion of which will be available to fund a portion of the payments contemplated by the Merger Agreement (in each case, pursuant to the terms and conditions as described further under the caption "The Merger — Financing of the Merger").

        Permira is an international private equity firm. The Permira funds, raised from pension funds and other institutions, make long-term investments in companies with the ambition of transforming their performance and driving sustainable growth. Founded in 1985, the firm advises funds with a total committed capital of approximately €25 billion and has made over 200 private equity investments. Permira specializes in five key sectors: Consumer, Financial Services, Healthcare, Industrials and Technology and its portfolio currently comprises over 25 companies. Permira employs over 120 professionals based in Dubai, Frankfurt, Guernsey, Hong Kong, London, Luxembourg, Madrid, Menlo Park, Milan, New York, Paris, Seoul, Stockholm and Tokyo. Permira established itself in North America in 2002 and today has offices in New York and Menlo Park. The Permira Funds have a long track record of successfully investing in technology companies around the world including NDS, Genesys, Ancestry.com, TeamViewer, Renaissance Learning, Metalogix, LegalZoom.com, and Teraco. Since 1997, over 33% of the Permira funds' investments have been in the core sector of Technology.

        Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 18 million contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in Hong Kong, London, New York City, São Paulo, CPPIB is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At December 31, 2014, the CPP Fund totaled C$238.8 billion. For more information about CPPIB, please visit www.cppib.com.

The Merger

        Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Informatica, and Informatica will continue as the surviving corporation and as a wholly owned subsidiary of Newco (the "Surviving Corporation"). As a result of the Merger, Informatica will cease to be a publicly traded company, all outstanding shares of Informatica stock will be canceled and converted into the right to receive the $48.75 per share in cash, without interest and less any applicable withholding taxes (the "Merger Consideration") (except for any shares owned by stockholders who are entitled to and who properly exercise appraisal rights under the Delaware General Corporation Law (the "DGCL"), each share of Informatica stock that is owned by Newco, Merger Sub or the Company, or by any direct or indirect wholly owned Subsidiary of Newco, Merger Sub or the Company, in each case immediately prior to the Effective Time ("Cancelled Shares") and the one share for which a person designated by Newco subscribes (the "Carry-Forward Share")), and you will no longer own any shares of the capital stock of the Surviving Corporation.

        After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the "fair value" of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under the caption "The Merger — Appraisal Rights").

Material U.S. Federal Income Tax Consequences of the Merger

        For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined under the caption "The Merger — Material U.S. Federal Income Tax Consequences of the Merger") in exchange for such U.S. Holder's shares of common stock in the Merger generally will result in the recognition of gain or loss in an amount equal to

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the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder's adjusted tax basis in the shares of common stock surrendered in the Merger.

        A Non-U.S. Holder (as defined under the caption "The Merger — Material U.S. Federal Income Tax Consequences of the Merger") generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

        For more information, see the section of this proxy statement captioned "The Merger — Material U.S. Federal Income Tax Consequences of the Merger." Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction.

Treatment of Options and Restricted Stock Units

        As a result of the Merger, the treatment of Informatica's equity awards that are outstanding immediately prior to the time at which the Merger will become effective (the "Effective Time") will be as follows:

        Each option to purchase shares of Informatica common stock granted under the Company's 2009 Equity Incentive Plan (the "2009 Plan"), the Company's 1999 Stock Incentive Plan (the "1999 Plan"), or the Siperian 2003 Equity Incentive Plan (the "2003 Plan") that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of outstanding shares of common stock subject to such option as of the Effective Time; and (2) the amount, if any, by which $48.75 exceeds the exercise price per share of common stock underlying such stock option. Each option with an exercise price per share equal to or greater than $48.75 will be cancelled without consideration.

        Each restricted stock unit granted under the 2009 Plan (whether subject to time-based vesting or performance-based vesting) that is outstanding immediately prior to the Effective Time that is held by a non-employee director or that otherwise is scheduled to vest prior to the date that is 18 months after the closing of the Merger (a "Cashout RSU") will be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of shares of Informatica common stock subject to such Cashout RSUs as of the Effective Time and (2) $48.75. Each award covering restricted stock units that were granted under the 2009 Plan that are outstanding immediately prior to the Effective Date and that are not Cashout RSUs (such restricted stock units, the "Rollover RSUs") will be assumed so that the award of Rollover RSUs is assumed and converted into a right to receive a cash-settled award (the "Cash-Settled Award") equal to $48.75 multiplied by the number of shares of Informatica common stock subject to the award of Rollover RSUs that vest subject to continued employment through each applicable vesting date, except that the applicable vesting dates for the Cash-Settled Awards will be accelerated by 12 months. For outstanding awards of restricted stock units that are subject to performance-based vesting conditions as of immediately prior to the Effective Time (such restricted stock units, "Performance Stock Units"), the number of shares of Informatica common stock subject to such awards to be determined as follows: (1) for an outstanding award of Performance Stock Units for which the applicable performance period has ended on or prior to the Effective Time, the number of shares that have been earned based on actual performance during the completed performance period and (2) for an outstanding award

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of Performance Stock Units for which the applicable performance period has not ended on or prior to the Effective Time, the target number of shares, provided that if the applicable plan or agreements governing the terms of the award of Performance Stock Units provide for a greater number of shares to be able to vest on or prior to the Effective Time, then the terms of the applicable plan or agreement will control.

Treatment of Purchase Rights under the Employee Stock Purchase Plan

        All outstanding purchase rights under the Company's Employee Stock Purchase Plan (the "ESPP") will automatically be exercised upon the earlier of (1) immediately prior to the Effective Time and (2) the purchase date of the current purchase period in progress as of the date of the Merger Agreement, and the ESPP will terminate as of the Effective Time. No new purchase periods will begin under the ESPP on or after April 6, 2015, and ESPP participants will not be permitted to increase the rate of payroll contributions to the ESPP after April 6, 2015. All shares of common stock purchased under the ESPP that remain outstanding as of immediately prior to the Effective Time will be cancelled at the Effective Time and converted into the right to receive the Merger Consideration.

Financing of the Merger

        We anticipate that the total amount of funds necessary to complete the Merger and the related transactions will be approximately $5.3 billion, which will be funded via equity financing and debt financing described below, as well as cash on hand of the Company. This amount includes funds needed to (1) pay stockholders the amounts due under the Merger Agreement and (2) make payments in respect of our outstanding equity-based awards pursuant to the Merger Agreement.

        In connection with the Merger, Newco has entered into equity commitment letters, dated as of April 6, 2015, with the Permira Funds and CPPIB for an aggregate equity commitment of approximately $2.542 billion. For more information, see the section of this proxy statement captioned "The Merger — Financing of the Merger."

        In connection with the Merger, Newco has obtained debt financing commitments from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Credit Suisse AG, Credit Suisse Securities (USA) LLC, MIHI LLC, Macquarie Capital (USA) Inc., Morgan Stanley Senior Funding, Inc., Nomura Securities International, Inc., RBC Capital Markets, Royal Bank of Canada, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. and certain of their respective affiliates, pursuant to which they have committed to provide Newco with $2.025 billion in senior secured credit facilities and $750 million in a senior unsecured credit facility, approximately $2.655 billion of which will be available to fund a portion of the payments contemplated by the Merger Agreement. For more information, see the section of this proxy statement captioned "The Merger — Financing of the Merger." Although the obligation of Newco and Merger Sub to consummate the Merger is not subject to any financing condition, the Merger Agreement provides that, without Newco's agreement, the closing of the Merger will not occur earlier than the second business day after the expiration of the marketing period, which is the first period of 15 consecutive business days throughout which Newco has received certain financial information from Informatica necessary to syndicate any debt financing. For more information, see the section of this proxy statement captioned "The Merger — Marketing Period."

Conditions to the Closing of the Merger

        The obligations of Informatica, Newco and Merger Sub, as applicable, to consummate the Merger are subject to the satisfaction or waiver of certain conditions, including (among other conditions), the following:

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Regulatory Approvals Required for the Merger

        Under the Merger Agreement, the Merger cannot be completed until (1) the applicable waiting period under the HSR Act, has expired or been terminated; (2) the approval or clearance of the Merger by CFIUS has been granted; and (3) the approval or clearance of the Merger by the relevant antitrust authorities in the European Union, Russia, Turkey and Israel has been granted.

Recommendation of the Board of Directors

        Informatica's Board of Directors (the "Board of Directors"), after considering various factors described under the caption "The Merger — Recommendation of the Board of Directors and Reasons for the Merger," has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Informatica and its stockholders and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board of Directors unanimously recommends that you vote (1) "FOR" the adoption of the Merger Agreement; (2) "FOR" the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger agreement at the time of the Special Meeting; and (3) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

Opinion of Qatalyst Partners LP

        We retained Qatalyst Partners LP, which we refer to as "Qatalyst Partners", to act as our financial advisor in connection with the Merger. We selected Qatalyst Partners to act as our financial advisor based on Qatalyst Partners' qualifications, expertise, reputation and knowledge of our business and affairs and the industry in which we operate. At the meeting of our Board of Directors on April 6, 2015, Qatalyst Partners rendered its oral

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opinion, subsequently confirmed in writing, that as of April 6, 2015 and based upon and subject to the considerations, limitations and other matters set forth therein, the consideration to be received by the holders of Informatica's common stock, other than Newco or any affiliates of Newco, pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

        The full text of the written opinion of Qatalyst Partners, dated April 6, 2015, is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners' opinion was provided to our Board of Directors and addressed only, as of the date of the opinion, the fairness from a financial point of view, of the consideration to be received by the holders of common stock, other than Newco or any affiliates of Newco, pursuant to the Merger Agreement. It does not address any other aspect of the Merger and does not constitute a recommendation as to how any of our stockholders should vote with respect to the Merger or any other matter. For a further discussion of Qatalyst Partners' opinion, see "The Merger — Opinion of Qatalyst Partners LP" beginning on page 52.

Interests of Informatica's Directors and Executive Officers in the Merger

        When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. In (1) evaluating and negotiating the Merger Agreement; (2) approving the Merger Agreement and the Merger; and (3) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests include the following:

        If the proposal to adopt the Merger Agreement is approved, the shares of common stock held by our directors and executive officers will be treated in the same manner as outstanding shares of common stock held by all other stockholders. For more information, see the section of this proxy statement captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger."

Appraisal Rights

        If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that stockholders are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of their shares of common

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stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

        Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the Merger Consideration.

        To exercise your appraisal rights, you must (1) deliver a written demand for appraisal to Informatica before the vote is taken on the proposal to adopt the Merger Agreement; (2) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (3) continue to hold your shares of common stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Alternative Acquisition Proposals

        Under the Merger Agreement, from the date of the Merger Agreement until the Effective Time, Informatica has agreed not to, and to cause its subsidiaries and its and their respective directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents and other authorized representatives, whom we collectively refer to as "representatives," not to, among other things: (1) solicit, initiate, knowingly encourage, cooperate with, knowingly facilitate or knowingly induce the making of any submission or announcement of any inquiry, offer or proposal that would reasonably be expected to lead to an acquisition proposal or acquisition transaction (as defined under "The Merger Agreement — No Solicitation of Other Offers"); or (2) participate or engage in discussions or negotiations regarding, or provide any non-public information to any person relating to the Company or any of its subsidiaries in connection with or that would reasonably be expected to lead to, an acquisition proposal or acquisition transaction.

        Notwithstanding these restrictions, under certain circumstances, prior to the adoption of the Merger Agreement by stockholders, Informatica may provide information to, and engage or participate in negotiations or discussions with, a person regarding a written acquisition proposal that was not solicited in material violation of the restrictions set forth in the Merger Agreement if the Board of Directors determines in good faith after consultation with its financial advisor and its outside legal counsel that such proposal is a superior proposal or is reasonably likely to lead to a superior proposal and to not do so would be inconsistent with its fiduciary duties. For more information, see the section of this proxy statement captioned "The Merger Agreement — Alternative Acquisition Proposals".

        Informatica is not entitled to terminate the Merger Agreement to enter into an agreement for a superior proposal unless it complies with certain procedures in the Merger Agreement, including negotiating with Newco over a three business day period so that such proposal ceases to be a superior proposal. The termination of the Merger Agreement by Informatica in order to accept a superior proposal will result in the payment by Informatica of a $160 million termination fee to Newco. For more information, see the section of this proxy statement captioned "The Merger Agreement — The Board of Directors' Recommendation; Company Board Recommendation Change."

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Termination of the Merger Agreement

        The Merger Agreement may be terminated at any time prior to the Effective Time in the following ways:

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Termination Fees

        Except in specified circumstances, whether or not the Merger is completed, Informatica, on the one hand, and Newco and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

        Informatica will be required to pay to Newco a termination fee of $160 million if the Merger Agreement is terminated under specified circumstances.

        Newco will be required to pay to Informatica a termination fee of $320 million if the Merger Agreement is terminated under different specified circumstances.

        For more information on these termination fees, see the section of this proxy statement captioned "The Merger Agreement — Termination Fees."

The Special Meeting

        A special meeting of stockholders of Informatica (the "Special Meeting") will be held on June 23, 2015, at 10:00 am, Pacific Time, at our principal executive offices, located at 2100 Seaport Blvd., Redwood City, CA 94063.

        You are entitled to vote at the Special Meeting if you owned shares of common stock at the close of business on May 6, 2015 (the "Record Date"). You will have one vote at the Special Meeting for each share of common stock that you owned at the close of business on the Record Date.

        At the Special Meeting, we will ask stockholders to vote on proposals to (1) adopt the Merger Agreement; (2) adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting; and (3) approve, by non-binding, advisory

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vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

        As of the Record Date, there were 104,710,547 shares of common stock outstanding and entitled to vote at the Special Meeting. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting.

        The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to adopt the Merger Agreement. Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable to Informatica's executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting entitled to vote on the subject matter.

        As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,984,888 shares of common stock, representing approximately 3.5% of the shares of common stock outstanding on the Record Date.

        Any stockholder of record entitled to vote may submit a proxy by returning a signed proxy card by mail in the accompanying prepaid reply envelope or granting a proxy electronically over the Internet or by telephone, or may vote in person by appearing at the Special Meeting. If you are a beneficial owner and hold your shares of common stock in "street name" through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how you wish to vote your shares of common stock using the instructions provided by your bank, broker or other nominee. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote on routine matters. The proposals to be considered at the Special Meeting are non-routine matters, and banks, brokers and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your shares.

        If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by (1) signing another proxy card with a later date and returning it prior to the Special Meeting; (2) submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy; (3) delivering a written notice of revocation to our Corporate Secretary; or (4) attending the Special Meeting and voting in person by ballot.

        If you hold your shares of common stock in "street name," you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a "legal proxy" from your bank, broker or other nominee.

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Effect on Informatica if the Merger is Not Completed

        If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Informatica will remain an independent public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and we will continue to file periodic reports with the Securities and Exchange Commission (the "SEC"). Under specified circumstances, Informatica will be required to pay Newco a termination fee upon the termination of the Merger Agreement; and under different specified circumstances, Newco will be required to pay Informatica a termination fee upon the termination of the Merger Agreement. For more details see the section of this proxy statement captioned "The Merger Agreement — Termination Fees".

Legal Proceedings Regarding the Merger

        On April 16, 2015, two stockholder class action complaints were filed in the Court of Chancery of the State of Delaware on behalf of a putative class of Informatica stockholders: Luciano Scotto v. Sohaib Abbasi et al., Case No. 10913 (filed April 16, 2015) and Janice Ridgeway v. Informatica Corporation et al., Case No. 10917 (filed April 16, 2015). The two complaints were then consolidated by court order on May 5, 2015 and re-captioned as In re Informatica Corporation Stockholder Litigation, consolidated C.A. No. 10913-VCL. A third complaint, Janet Daniels v. Informatica Corp., et al., Case No. 11016-VCL, was filed in the Court of Chancery of the State of Delaware on May 13, 2015. The complaints generally allege that, in connection with the proposed acquisition of Informatica by Newco, the Informatica directors breached their fiduciary duties owed to Informatica stockholders by agreeing to sell the company for purportedly inadequate consideration, engaging in a flawed sales process, omitting material information necessary for stockholders to make an informed vote, and agreeing to a number of purportedly preclusive deal protection devices. The complaints further allege that Newco, Merger Sub, Permira, CPPIB, and Informatica aided and abetted the Board of Directors in the alleged breaches of fiduciary duties. The complaints seek, among other things, an order enjoining the closing of the proposed transaction or, in the event that the proposed transaction is consummated, an award of rescission/ rescissory damages.

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QUESTIONS AND ANSWERS

        The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption "Where You Can Find More Information."

Q:
Why am I receiving these materials?

A:
The Board of Directors is furnishing this proxy statement and form of proxy card to the holders of shares of common stock in connection with the solicitation of proxies to be voted at the Special Meeting.

Q:
What am I being asked to vote on at the Special Meeting?

A:
You are being asked to vote on the following proposals:

1)
To adopt the Merger Agreement pursuant to which Merger Sub will merge with and into Informatica, and Informatica will become a wholly owned subsidiary of Newco;

2)
To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and

3)
To approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

Q:
When and where is the Special Meeting?

A:
The Special Meeting will take place on June 23, 2015, at 10:00 am, Pacific Time, at our principal executive offices, located at 2100 Seaport Blvd., Redwood City, CA 94063.

Q:
Who is entitled to vote at the Special Meeting?

A:
Stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. Each holder of shares of common stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of common stock owned as of the Record Date.

Q:
May I attend the Special Meeting and vote in person?

A:
Yes. All stockholders as of the Record Date may attend the Special Meeting and vote in person. Seating will be limited. Stockholders will need to present proof of ownership of shares of common stock, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the Special Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting.

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Q:
What is the proposed Merger and what effects will it have on Informatica?

A:
The proposed Merger is the acquisition of Informatica by Newco. If the proposal to adopt the Merger Agreement is approved by stockholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into Informatica, with Informatica continuing as the Surviving Corporation. As a result of the Merger, Informatica will become a wholly owned subsidiary of Newco, and our common stock will no longer be publicly traded and will be delisted from NASDAQ. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

Q:
What will I receive if the Merger is completed?

A:
Upon completion of the Merger, you will be entitled to receive the Merger Consideration for each share of common stock that you own, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL. For example, if you own 100 shares of common stock, you will receive $4,875.00 in cash in exchange for your shares of common stock, less any applicable withholding taxes.

Q:
How does the Merger Consideration compare to the unaffected market price of the common stock?

A:
The relationship of the $48.75 Merger Consideration to the trading price of the common stock constituted a premium of: (1) approximately 10% to the closing price of Informatica's common stock on April 2, 2015, the last trading day prior to the date on which Informatica entered into the Merger Agreement; (2) approximately 27% to the closing price of Informatica's common stock on January 23, 2015, the last trading day prior to the date that affiliates of Elliott Management Corp. (such affiliates, "Elliott") announced that they had accumulated a significant minority interest in Informatica's shares; and (3) approximately 53% to the closing price of Informatica's common stock on September 26, 2014, the last trading day prior to the date that Vista Equity Partners announced an agreement to acquire TIBCO Software Inc.

Q:
Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the Merger?

A:
If you are a U.S. Holder (as defined under the caption "The Merger — Material U.S. Federal Income Tax Consequences of the Merger"), the exchange of common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require a U.S. Holder to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder in the Merger and such U.S. Holder's adjusted tax basis in the shares of common stock surrendered in the Merger.

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Q:
What do I need to do now?

A:
We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement carefully and consider how the Merger affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone, so that your shares can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in "street name," please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares. Please do not send your stock certificates with your proxy card.

Q:
Should I send in my stock certificates now?

A:
No. After the Merger is completed, you will receive a letter of transmittal containing instructions for how to send your stock certificates to the payment agent in order to receive the appropriate cash payment for the shares of common stock represented by your stock certificates. You should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card.

Q:
What happens if I sell or otherwise transfer my shares of common stock after the Record Date but before the Special Meeting?

A:
The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Informatica in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone.

Q:
How does the Board of Directors recommend that I vote?

A:
The Board of Directors, after considering the various factors described under the caption "The Merger — Recommendation of the Board of Directors and Reasons for the Merger," has unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, (2) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, and (3) approved the Merger Agreement and the transactions contemplated thereby, including the Merger.

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Q:
What happens if the Merger is not completed?

A:
If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Informatica will remain an independent public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.
Q:
What vote is required to adopt the Merger Agreement?

A:
The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to adopt the Merger Agreement.
Q:
What vote is required to approve any proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and to approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger?

A:
Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable to Informatica's named executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

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Q:
Why am I being asked to cast a non-binding, advisory vote regarding compensation that will or may become payable to Informatica's named executive officers in connection with the Merger?

A:
SEC rules require Informatica to seek a non-binding, advisory vote regarding compensation that will or may become payable by Informatica to its named executive officers in connection with the Merger.

Q:
What is the compensation that will or may become payable to Informatica's named executive officers in connection with the Merger for purposes of this advisory vote?

A:
The compensation that will or may become payable by Informatica to its named executive officers in connection with the Merger is certain compensation that is tied to or based on the Merger and payable to certain of Informatica's named executive officers. For further detail, see the section captioned "The Special Meeting — Proposal 3: Advisory, Non-Binding Vote on Merger-Related Executive Compensation Arrangements."

Q:
What will happen if stockholders do not approve the compensation that will or may become payable by Informatica to its named executive officers in connection with the Merger at the Special Meeting?

A:
Approval of the compensation that will or may become payable by Informatica to its named executive officers in connection with the Merger is not a condition to completion of the Merger. The vote with respect to the compensation that will or may become payable by Informatica to its named executive officers in connection with the Merger is an advisory vote and will not be binding on Informatica or Newco. If the Merger Agreement is adopted by the stockholders and the Merger is completed, the compensation that will or may become payable by Informatica to its named executive officers in connection with the Merger may be paid to Informatica's named executive officers even if stockholders fail to approve such compensation.

Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, to be the "stockholder of record." In this case, this proxy statement and your proxy card have been sent directly to you by Informatica.
Q:
How may I vote?

A:
If you are a stockholder of record (that is, if your shares of common stock are registered in your name with American Stock Transfer & Trust Company, LLC, our transfer agent), there are four ways to vote:

    by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope;

    by visiting the Internet at the address on your proxy card;

    by calling toll-free (within the U.S. or Canada) the phone number on your proxy card; or

    by attending the Special Meeting and voting in person by ballot;

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Q:
If my broker holds my shares in "street name," will my broker vote my shares for me?

A:
No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote of your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against adoption of the Merger Agreement, but will have no effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

Q:
May I change my vote after I have mailed my signed proxy card?

A:
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

    signing another proxy card with a later date and returning it to us prior to the Special Meeting;

    submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

    delivering a written notice of revocation to the Corporate Secretary; or

    attending the Special Meeting and voting in person by ballot.
Q:
What is a proxy?

A:
A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of common stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of common stock is

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Q:
If a stockholder gives a proxy, how are the shares voted?

A:
Regardless of the method you choose to vote, the proxy holders will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.
Q:
What should I do if I receive more than one set of voting materials?

A:
Please sign, date and return (or grant your proxy electronically over the Internet or by telephone) each proxy card and voting instruction card that you receive.
Q:
Where can I find the voting results of the Special Meeting?

A:
If available, Informatica may announce preliminary voting results at the conclusion of the Special Meeting. Informatica intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that Informatica files with the SEC are publicly available when filed. See the section of this proxy statement captioned "Where You Can Find More Information."

Q:
What will the holders of Informatica stock options and restricted stock units receive in the Merger?

A:
At the Effective Time, each option to purchase shares of Informatica common stock granted under the 2009 Plan, the 1999 Plan, or the 2003 Plan that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of outstanding shares of common stock subject to such option as of the Effective Time; and (2) the amount, if any, by which $48.75 exceeds the exercise price per share under such option. Each option with an exercise price per share equal to or greater than $48.75 will be cancelled without consideration.

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Q:
What will happen to the ESPP?

A:
All outstanding purchase rights under the ESPP will automatically be exercised upon the earlier of (1) immediately prior to the Effective Time and (2) the purchase date of the current purchase period in progress as of the date of the Merger Agreement, and the ESPP will terminate as of the Effective Time. No new purchase periods will begin under the ESPP on or after April 6, 2015, and ESPP participants will not be permitted to increase the rate of payroll contributions to the ESPP after April 6, 2015. All shares of common stock purchased under the ESPP that remain outstanding as of immediately prior to the Effective Time will be cancelled at the Effective Time and converted into the right to receive the Merger Consideration.

Q:
When do you expect the Merger to be completed?

A:
We are working toward completing the Merger as quickly as possible and currently expect to complete the Merger in the second or third fiscal quarter of 2015. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control, and the completion of a 15 business day marketing period that Newco may use to complete its financing for the Merger.

Q:
Am I entitled to appraisal rights under the DGCL?

A:
If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement.

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Q:
Do any of Informatica's directors or officers have interests in the Merger that may differ from those of Informatica stockholders generally?

A:
Yes. In considering the recommendation of the Board of Directors with respect to the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally. In (1) evaluating and negotiating the Merger Agreement; (2) approving the Merger Agreement and the Merger; and (3) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned "The Merger — Interests of Informatica's Directors and Executive Officers of Informatica in the Merger."

Q:
Who can help answer my questions?

A:
If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Call Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
Email: proxy@mackenziepartners.com

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FORWARD-LOOKING STATEMENTS

        This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain "forward-looking statements" that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as "may," "should," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "potential," "plan," "forecast" and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

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        Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including (1) the information contained under this caption; and (2) the information contained under the caption "Risk Factors" and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

        Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

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THE SPECIAL MEETING

        The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

        We will hold the Special Meeting on June 23, 2015, at 10:00 am, Pacific Time, at our principal executive offices, located at 2100 Seaport Blvd., Redwood City, CA 94063.

Purpose of the Special Meeting

        At the Special Meeting, we will ask stockholders to vote on proposals to (1) adopt the Merger Agreement, (2) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

Record Date; Shares Entitled to Vote; Quorum

        Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the special meeting will be available at our principal executive offices, located at 2100 Seaport Blvd., Redwood City, CA 94063, during regular business hours for a period of no less than ten days before the Special Meeting and at the place of the Special Meeting during the meeting.

        As of the Record Date, there were 104,710,547 shares of common stock outstanding and entitled to vote at the Special Meeting.

        The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

        The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to adopt the Merger Agreement. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Merger.

        Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable to Informatica's named executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

        If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted "AGAINST" the proposal to adopt the Merger Agreement. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted "AGAINST" any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and "AGAINST" the

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proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

        Each "broker non-vote" will also count as a vote "AGAINST" the proposal to adopt the Merger Agreement, but will have no effect on (1) any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (2) the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger. A "broker non-vote" generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. "Broker non-votes," if any, will be counted for the purpose of determining whether a quorum is present.

Shares Held by Informatica's Directors and Executive Officers

        As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 104,710,547 shares of common stock, representing approximately 3.5% of the shares of common stock outstanding on the Record Date.

Voting of Proxies

        If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

        If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.

        Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) "FOR" adoption of the Merger Agreement; (2) "FOR" the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

        If your shares are held in "street name" through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a "legal proxy" from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank's, broker's or other nominee's voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a "legal proxy" from your bank, broker or other nominee, it will have the same

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effect as if you voted "AGAINST" the proposal to adopt the Merger Agreement, but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

Revocability of Proxies

        If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

        If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

        If you hold your shares of common stock in "street name," you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a "legal proxy" from your bank, broker or other nominee.

        Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors' Recommendation

        The Board of Directors, after considering various factors described under the caption "The Merger — Recommendation of the Board of Directors and Reasons for the Merger," has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Informatica and its stockholders and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board of Directors unanimously recommends that you vote (x) "FOR" the adoption of the Merger Agreement; (y) "FOR" the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (z) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to Informatica's named executive officers in connection with the Merger.

Solicitation of Proxies

        The expense of soliciting proxies will be borne by Informatica. We have retained MacKenzie Partners, Inc., a proxy solicitation firm (the "Proxy Solicitor"), to solicit proxies in connection with the Special Meeting at a cost of $45,000 plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

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Anticipated Date of Completion of the Merger

        Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement and the completion of a 15 business day marketing period that Newco may use to complete its financing for the Merger, we anticipate that the Merger will be consummated in the second or third fiscal quarter of 2015.

Appraisal Rights

        If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262 of the DGCL. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

        Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the Merger Consideration.

        To exercise your appraisal rights, you must (1) deliver a written demand for appraisal to Informatica before the vote is taken on the adoption of the Merger Agreement; (2) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (3) continue to hold your shares of common stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this proxy statement. If you hold your shares of common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

Other Matters

        At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 23, 2015

        The proxy statement is available at http://investor.informatica.com/financial-info/sec-filings/default.aspx.

Householding of Special Meeting Materials

        Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as

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"householding," reduces the volume of duplicate information received at your household and helps to reduce our expenses.

        If you would like to receive your own set of our disclosure documents this year or in future years, follow the instructions described below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

        If you are a stockholder of record, you may contact us by sending an email to requests@viewproxy.com, by calling 1-877-777-2857 or by writing to Informatica Corporation, 2100 Seaport Blvd., Redwood City, CA 94063, Attention: Corporate Secretary. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

        If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Call Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
Email: proxy@mackenziepartners.com

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PROPOSAL 1
ADOPTION OF THE MERGER AGREEMENT

        We are asking you to approve and adopt the Merger Agreement and the Merger contemplated by the Merger Agreement.

        For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections captioned "The Merger" beginning on page 31 of this proxy statement and "The Merger Agreement" beginning on page 82 of this proxy statement. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

        Under applicable law, we cannot complete the Merger without the affirmative vote of the holders of a majority of the outstanding shares of Informatica common stock voting in favor of the proposal to approve and adopt the Merger Agreement and the Merger. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

The Board of Directors unanimously recommends that you vote "FOR" this proposal.

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PROPOSAL 2
ADJOURNMENT OF THE SPECIAL MEETING

        We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If stockholders approve the adjournment proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including proxies from stockholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

The Board of Directors unanimously recommends that you vote "FOR" this proposal.

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PROPOSAL 3
ADVISORY, NON-BINDING VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS

        Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable to Informatica's named executive officers in connection with the Merger, as disclosed in the sections of this proxy statement captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Golden Parachute Compensation."

        We are asking stockholders to indicate their approval of the various compensation that will or may become payable to Informatica's named executive officers in connection with the Merger. These payments are set forth in the sections captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Treatment of Equity Based Awards," "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Payments Upon Termination in Connection with a Change in Control," and "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Golden Parachute Compensation."

        Accordingly, we are seeking approval of the following resolution at the Special Meeting:

        "RESOLVED, that the stockholders of Informatica Corporation approve, on a nonbinding, advisory basis, the compensation that will or may become payable to Informatica's named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the sections captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Treatment of Equity Based Awards," "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Payments Upon Termination in Connection with a Change in Control" in Informatica's proxy statement for the Special Meeting," and "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Golden Parachute Compensation."

        Stockholders should note that this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Informatica, the Board of Directors or Newco. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions applicable to those payments.

The Board of Directors unanimously recommends that you vote "FOR" this proposal.

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THE MERGER

        This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

        Informatica is the leading independent provider of enterprise data integration software and services. We believe data is one of an organization's most strategic assets, and our solutions enable a wide variety of complex, enterprise-wide data integration initiatives. Our diverse product portfolio centers on data: we offer a variety of solutions, both on-premise and in the cloud, for data integration, data quality, big data, master data management (MDM), data security, data exchange, and data preparation, among others. Informatica's common stock is listed on NASDAQ under the symbol "INFA".

        Newco was formed on April 1, 2015, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

        Merger Sub is a wholly owned direct subsidiary of Newco and was formed on April 1, 2015, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any

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business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

        Newco and Merger Sub are each affiliated with Permira and CPPIB. In connection with the transactions contemplated by the Merger Agreement, (1) the Permira Funds and CPPIB have provided to Newco equity commitments of up to $2.542 billion; and (2) Newco has obtained debt financing commitments from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Credit Suisse AG, Credit Suisse Securities (USA) LLC, MIHI LLC, Macquarie Capital (USA) Inc., Morgan Stanley Senior Funding, Inc., Nomura Securities International, Inc., RBC Capital Markets, Royal Bank of Canada, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. and certain of their respective affiliates for an aggregate amount of $2.775 billion, approximately $2.655 billion of which will be available to fund a portion of the payments contemplated by the Merger Agreement (in each case, pursuant to the terms and conditions as described further under the caption "The Merger — Financing of the Merger"). After giving effect to the Merger, Informatica, as the Surviving Corporation, will be affiliated with Permira and CPPIB.

Effect of the Merger

        Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Informatica, and Informatica will continue as the Surviving Corporation and as a wholly owned subsidiary of Newco. As a result of the Merger, Informatica will become a wholly owned subsidiary of Newco, and our common stock will no longer be publicly traded and will be delisted from NASDAQ. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

        The Effective Time will occur upon the filing and acceptance of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Newco may agree and specify in the certificate of merger).

Effect on Informatica if the Merger is Not Completed

        If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Informatica will remain an independent public company, our common stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Informatica operates and risks related to adverse economic conditions.

        Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this proxy statement.

        Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the Merger is not completed, the Board of Directors will continue to evaluate and review Informatica's business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Informatica's business, prospects or results of operation will not be adversely impacted.

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        In addition, Informatica will be required to pay to Newco a termination fee of $160 million if the Merger Agreement is terminated under specified circumstances. For more information please see the section captioned "The Merger Agreement — Termination Fees."

Merger Consideration

        In the Merger, each outstanding share of common stock (other than (1) shares owned by Newco, Merger Sub or Informatica, or by any direct or indirect wholly owned subsidiary of Newco, Merger Sub or Informatica; (2) the one share for which a person designated by Newco subscribes (the "Carry-Forward Share"); and (3) shares owned by stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Merger Consideration.

        After the Merger is completed, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the "fair value" of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under the caption "— Appraisal Rights").

Background of the Merger

        The Board of Directors routinely evaluates Informatica's business alternatives and strategic opportunities as part of its ongoing evaluation of developments in the marketplace and participates in discussions with third parties regarding possible commercial arrangements, partnerships and transactions, as well as regularly considering opportunities to enhance stockholder value. Informatica has a long standing policy of preparing multi-year plan management forecasts, taking into account Informatica's current business strategy, current and former execution risks, Informatica's product roadmap, including investments in new products, strategic alternatives and anticipated changes in its capital structure, including as a result of the dilutive impact of equity awards to employees and service providers. As part of this evaluation, the Board of Directors has from time to time considered a variety of strategic alternatives for Informatica, including (1) the continuation of Informatica's business plan as an independent enterprise; (2) modifications to Informatica's strategy and product suite; (3) potential expansion opportunities into new business lines through acquisitions and combinations of Informatica with other businesses; (4) potential divestitures of one or more product lines; and (5) a possible sale of Informatica.

        On October 21, 2014, the Board of Directors held a regularly scheduled meeting, at which the Board of Directors reviewed Informatica's recently completed third fiscal quarter 2014 results, the outlook for the fourth fiscal quarter 2014 financial results, the preliminary fiscal year 2015 operating plan and preliminary fiscal years 2015–2020 financial model. The Board of Directors discussed the factors affecting the third quarter results and the risks and business considerations affecting the fourth quarter outlook, 2015 operating plan and longer term financial model, and whether the Board of Directors should consider any strategic alternatives to Informatica's standalone business plan.

        On October 31, 2014, the Board of Directors held a meeting. Several members of management attended the meeting, as well as representatives of Qatalyst Partners and legal advisors from Wilson Sonsini Goodrich & Rosati ("WSGR"). Management presented the financial forecasts that it had prepared in absence of Informatica considering any sale of or other strategic transaction involving Informatica and noted that while Informatica's addition of a subscription business was gaining traction in the marketplace and growing quickly, the growth of such business and investments in new products was likely to put pressure on Informatica's operating margins and profitability for a period of time. Informatica also faced the impact of fluctuations in foreign currency exchange rates, which the forecasts presented did not take into account. The Board of Directors discussed the opportunities and risks associated with Informatica's business on a standalone basis and the impact on stockholders of such opportunities and risks, including the risk that the addition of a subscription business could fail to be successful or take longer to be successful than forecasted by management, that investments in new products could fail to generate revenue or generate less revenue than forecasted by management, and the

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difficulties and risks associated with executing Informatica's standalone plan, including as a result of recent management changes. In light of these risks, the Board of Directors and management discussed whether any strategic alternatives, including a potential sale of Informatica or another strategic transaction, could yield greater value for Informatica's stockholders while mitigating the risks attendant to Informatica's efforts to expand its subscription businesses.

        At the Board's request, representatives from WSGR discussed the Board of Directors' fiduciary obligations in connection with a potential sale of Informatica or other strategic transactions and suggested that the Board of Directors undertake a comprehensive evaluation of Informatica's standalone business plans and prospects and its financial forecasts based on those business plans, as well as of Informatica's strategic alternatives, including alternative business plans and strategic transactions, before making any determinations with respect to strategic alternatives. Representatives of WSGR discussed particular issues that Informatica might face in a sale to a private equity sponsor, including financing issues and associated risks, and addressed the appropriateness and advisability of using a special committee of the Board of Directors in connection with a potential sale transaction, including any potential sale transaction involving private equity sponsors.

        At the Board's request, representatives of Qatalyst Partners presented a preliminary view on a potential process that the Board of Directors could undertake if it chose to consider its strategic alternatives, including a potential sale of Informatica. The representatives of Qatalyst Partners also gave their initial thoughts on potential strategic parties and private equity sponsors that might have an interest in a strategic transaction with Informatica. The Board of Directors discussed among themselves and with the representatives of Qatalyst Partners the risks and benefits of remaining a standalone company, including increasing business execution risk, in comparison to the risks and benefits of exploring a potential strategic transaction, planned additional product offerings and investments and the risks associated therewith, whether it would be appropriate to discuss strategic alternatives to Informatica's standalone plan, and how to do so, and then instructed management to work with Qatalyst Partners and WSGR to present the Board of Directors with a full evaluation of Informatica's strategic alternatives. The Board of Directors, however, did not authorize management or Informatica's advisors to contact third parties regarding any potential transaction with Informatica at this time. Representatives of Qatalyst Partners and WSGR left the meeting and the Board of Directors and management reviewed Informatica's 2015–2020 financial forecast (which did not take fluctuations in foreign currency exchange rates into account). After this review, the Board of Directors instructed management to share Informatica's financial forecasts with representatives of Qatalyst Partners, so that Qatalyst Partners could assist management in their evaluation of Informatica's strategic options.

        On November 8, 2014, the Board of Directors had another meeting. Several members of management were present, and, at the Board of Directors' request, representatives of Qatalyst Partners and WSGR, respectively, attended portions of the meeting. At the beginning of the meeting, the Board of Directors met in closed session with representatives of WSGR and discussed the fiduciary obligations of the Board of Directors in connection with any potential sale of Informatica or another strategic transaction. Subsequent to that closed session, the Board of Directors reviewed with management Informatica's 2015 plan and multi-year plans for the years 2015–2020, including the assumptions and considerations underlying such plans. Management reviewed Informatica's long term financial forecast for 2015–2020 (which did not take fluctuations in foreign currency exchange rates into account), which the Board of Directors discussed with management. The Board of Directors also discussed various corporate matters with management, including Informatica's stock repurchase program.

        Representatives of Qatalyst Partners then joined the meeting and discussed with the Board of Directors the management's forecasts of financial results of operations and various financial aspects of potential transactions involving Informatica, including potential going private transactions with private equity sponsors. Representatives of Qatalyst Partners then left the meeting.

        The Board of Directors subsequently discussed the benefits and risks of exploring a potential sale of Informatica or another strategic transaction in light of the risks attendant to continuing to execute Informatica's

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standalone plan, including the impact to earnings of the expansion of its subscription businesses and introduction of new subscription products, the impact to management and Informatica's employee base and Informatica's current software bookings as compared to other periods and the potential impact thereof on achieving plan forecasts. After discussion, management, other than Mr. Abbasi, departed the meeting and the Board of Directors continued to discuss the merits and risks of initiating a process to explore a potential sale of Informatica or another strategic transaction, including the risk of distracting the management team and increasing business execution risk. After discussion, the Board of Directors authorized Mr. Abbasi to work with the rest of the management team, Qatalyst Partners and WSGR to develop a process to assist the Board of Directors with a full evaluation of Informatica's strategic alternatives, taking into account the associated risks. Representatives of WSGR suggested that the Board of Directors should consider the formation of a transaction committee to help oversee the process and the Board of Directors asked WSGR to develop a recommended charter for such a committee for its consideration. The following week, the Board of Directors established a strategic transactions committee (the "Strategic Transactions Committee") to explore a potential sale or other strategic transaction involving Informatica consisting of Messrs. Mark Garrett, Gerald Held, Charles J. Robel and A. Brooke Seawell, with Mr. Robel as chair of such committee.

        On November 12, 2014, Informatica formally engaged Qatalyst Partners as its financial advisor in connection with a potential sale transaction or other strategic transaction involving the company.

        Later on November 12, 2014, the Strategic Transactions Committee held a telephonic meeting. Also present at the invitation of the Strategic Transactions Committee were certain members of management as well as representatives from Qatalyst Partners and WSGR, respectively. Representatives of WSGR began by outlining the fiduciary duties of the members of the Strategic Transactions Committee and the Board of Directors generally in relation to their consideration of a potential sale or other strategic transaction involving Informatica and addressed legal and practical issues associated with actual and potential conflicts of interest that might develop during such a process. The WSGR representatives then discussed potential approaches the Board of Directors and the Strategic Transactions Committee might take in order to solicit third party interest in a strategic transaction with Informatica, including a broad or targeted "market check" before entering into a definitive acquisition agreement, as well as alternative "market check" options after entering into an acquisition agreement and the risks and benefits of each approach.

        The Strategic Transactions Committee then discussed the nature and potential timing of the "market check" they believed would be appropriate under the circumstances and the risks of conducting a broad and lengthy "market check" process, including the risks of distracting management and leaks and market rumors that could have a negative impact on Informatica's business, employees and stockholders. As a result, the Strategic Transactions Committee discussed a targeted "market check" process whereby Informatica and its advisors would contact the most likely strategic parties and private equity sponsors in order to assess their interest in a possible strategic transaction with Informatica and instructed management to work with Informatica's advisors to develop an appropriately limited list of strategic parties and private equity sponsors within the foregoing parameters.

        After discussion, representatives of WSGR outlined key terms of a confidentiality agreement that would be presented to each of the third parties contacted by Informatica or on its behalf, including the purposes and consequences of including a "standstill" provision in the confidentiality agreement, the purpose and consequences of including a so-called "don't-ask-don't waive" provision in the foregoing "standstill" provision and other terms that could be included therein. The Strategic Transactions Committee discussed the foregoing and instructed management and WSGR to negotiate appropriate confidentiality agreements that included "standstill" provisions (but not a "don't-ask-don't waive" provision) in connection with the "market check" process.

        Finally, the Strategic Transactions Committee discussed the nature of its role and noted that no apparent conflicts existed among the members of the Strategic Transactions Committee and that, consistent with its

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charter, the committee would be an appropriate means by which the Board of Directors could remain actively involved in the oversight and supervision of the strategic review process.

        On November 13, 2014, representatives of Qatalyst Partners presented the Strategic Transactions Committee with a potential list of strategic parties and private equity sponsors that it believed might have interest in a strategic transaction with Informatica. The Strategic Transactions Committee discussed the proposed list and selected six strategic parties and four private equity sponsors from the list that they believed to be the most likely parties to have interest in such a transaction. The Strategic Transactions Committee did not authorize representatives of Qatalyst Partners to contact all of the parties on the proposed list at this time in an effort to balance the objective of seeking the highest price and best transaction from potential counterparties with the Board's objective of avoiding unnecessary disruption to the company's business and avoiding leaks during the "market check" process.

        On November 14, 2014, members of management and representatives of Qatalyst Partners began contacting approved third parties in connection with Informatica's "market check" process. During the course of the following two weeks, four of the strategic parties indicated that they were not likely to be interested, including Strategic Party 1 and Strategic Party 2, or outright declined to engage in any process, including Strategic Party 3 and Strategic Party 4.

        On November 17, 2014, the Strategic Transactions Committee held a telephonic meeting. Several members of management, as well as representatives from Qatalyst Partners and WSGR, respectively, attended at the invitation of the committee. At this meeting, representatives of Qatalyst Partners apprised the committee of their initial preliminary outreach in the "market check" process previously authorized by the committee and the initial feedback they had received. Based on the feedback received from the strategic parties, the committee discussed the benefits, risks and overall advisability of contacting additional strategic parties and, after discussion, instructed Qatalyst Partners to contact one additional strategic party at this time to gauge its interest in a strategic transaction with Informatica, and to continue discussions with the other third parties that had been previously identified.

        On November 24, 2014, the Strategic Transactions Committee held a telephonic meeting. Members of management and representatives of Qatalyst Partners and WSGR, respectively, attended at the invitation of the committee. At this meeting, representatives of Qatalyst Partners again apprised the committee of their conversations with the third parties it had been authorized to contact and the feedback they had received, if any, from each of the third parties. Representatives of Qatalyst Partners also noted that while most of the strategic parties they had contacted had declined to hold discussions with Informatica, all of the private equity sponsors expressed interest in attending management meetings to learn more about Informatica and its business plans and prospects. The committee again discussed whether it was appropriate to expand the list of strategic parties to contact and subsequently instructed Qatalyst Partners to contact one additional strategic party at this time.

        On November 25, 2014, representatives of Qatalyst Partners contacted a seventh strategic party to assess its interest in a strategic transaction with the company, referred to as Strategic Party 7, and Informatica entered into confidentiality agreements consistent with the Board of Directors' previous guidance with two private equity sponsors, Sponsors 1 and 3.

        On December 2, 2014, the fifth strategic party, Strategic Party 5, declined to engage in any process.

        On December 3, 2014, the Board of Directors held its regularly scheduled annual planning meeting. Members of management and representatives of Qatalyst Partners and WSGR, respectively, attended the initial portion of the meeting at the request of the Board of Directors. Representatives of Qatalyst Partners presented an update of their discussions with the third parties they had been instructed to contact regarding a potential strategic transaction with Informatica. The Board of Directors discussed the fact that primary interest in a transaction was coming from the private equity community. As a result, the Board of Directors discussed whether it would be appropriate to expand its outreach to other private equity sponsors and then directed Qatalyst

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Partners to contact two additional sponsors that it felt might have interest in a strategic transaction with Informatica. Representatives of Qatalyst Partners and WSGR then left the meeting, members of management joined the meeting, and the Board of Directors proceeded with its regularly scheduled agenda, including a review and discussion of management's 2015 operating plan and 2016–2018 multi-year financial plans.

        Over the course of the following week, Qatalyst Partners contacted an additional private equity sponsor pursuant to the Board of Directors' instructions, Sponsor 5. Also during this period, Sponsor 2 requested permission to partner with another private equity sponsor, Sponsor 6. The Board of Directors declined to permit Sponsors 2 and 6 to partner at this time so as to keep the process as competitive as possible and because neither had yet entered into a satisfactory confidentiality agreement with Informatica, but did instruct representatives of Qatalyst Partners to contact Sponsor 6 with respect to participating in the process on its own.

        On December 8, 2014, Informatica entered into a confidentiality agreement with Sponsor 2 and Strategic Party 7 and began scheduling management and diligence meetings with the third parties that had signed confidentiality agreements. A management meeting was held with Sponsor 3 but was cancelled with Sponsor 4 because Sponsor 4 declined to enter into a confidentiality agreement with Informatica.

        On December 10, 2014, Informatica held management meetings with Sponsors 1 and 2.

        On December 11, 2014, Informatica entered into a confidentiality agreement with Sponsor 6 and the last remaining strategic party from the original approved group of strategic parties, Strategic Party 6, informed representatives of Qatalyst Partners that it was not interested in discussions with Informatica regarding a strategic transaction at this time.

        On December 12, 2014, Informatica held a management meeting with Sponsor 6 and representatives of Qatalyst Partners sent process letters to all of the third parties requesting preliminary indications of interest in a strategic transaction with Informatica on December 19, 2014.

        On December 15, 2014, Informatica entered into a confidentiality agreement with Sponsor 5 and held management meetings with Sponsor 5 and Strategic Party 7.

        Later in the afternoon of December 15, 2014, the Strategic Transactions Committee held a telephonic meeting. Members of management and representatives of Qatalyst Partners and WSGR, respectively, attended the meeting at the invitation of the committee. At the meeting, representatives of Qatalyst Partners presented a status update on the discussions with the third parties they had contacted with the committee's authorization and direction and noted that there were five private equity sponsors and one strategic party that had entered into confidentiality agreements and attended management meetings with Informatica. Conversely, one private equity sponsor and one strategic party that had initially indicated interest in a strategic transaction with Informatica ultimately declined to participate in discussions. Representatives of Qatalyst Partners indicated that the third parties who attended management meetings gave positive feedback but several indicated that they required the ability to partner with other sponsors in order to raise sufficient equity capital to make a compelling proposal. The committee discussed the potential timing of a transaction and whether to permit private equity sponsors to begin partnering conversations, but determined that it would consider such requests only after receiving preliminary indications of interest. Several more diligence sessions were also held with parties throughout the following week.

        On December 18, 2014, Sponsor 4 informed representatives of Qatalyst Partners that it would not be participating in any further discussions regarding a strategic transaction with Informatica.

        On December 19, 2014, Informatica received five preliminary, non-binding indications of interest in a transaction with the company, four from private equity sponsors and one from a strategic party. Sponsor 1, 2, 3 and 6 made preliminary proposals of $47, $47–$48, $43–$45 and $46–$47 per share, respectively. Strategic Party 7 made a preliminary proposal of $45–$47 per share. None of the indications of interest were fully financed nor

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had any of the third parties completed their diligence on Informatica. All of the indications of interest were therefore subject to change, and with respect to the indications of interests from private equity sponsors, subject to unknown financing risk.

        On December 22, 2014, Sponsor 5 made a preliminary proposal of $43–$45 per share.

        Later on December 22, 2014, the Strategic Transactions Committee held a telephonic meeting. Members of management and representatives of Qatalyst Partners and WSGR, respectively, attended the meeting at the invitation of the committee. At the meeting, representatives of Qatalyst Partners presented a status update on the discussions with third parties regarding a potential strategic transaction with Informatica and reviewed with the committee each indication of interest in such a transaction that it had received. Management then updated the committee on forecasted financial results from the fourth quarter, indicating that such results may potentially be more favorable than previously anticipated, but that the preliminary results would not be available until early January 2015. The committee asked questions and discussion ensued regarding the impact of the forecasted results on the potential strategic transaction under consideration. The committee determined that it was advisable to proceed with the transaction process as planned until such time as final fourth quarter results were available. The committee then discussed the potential timing of a transaction, strategies for responding to each indication of interest, whether all parties who had been invited to participate to submit an initial indication of interest should be invited to participate in a next round of proposals in light of the diligence burden imposed on management, and whether to permit private equity sponsors to begin potential partnering conversations. In particular, Sponsors 2 and 6 had expressed an interest in partnering with one another in order to strengthen their ability to raise sufficient equity financing to make a compelling proposal. The committee discussed the advantages and disadvantages of permitting these private equity sponsors to partner with one another and concluded that enabling them to do so would likely enable them to make a joint proposal that would be more compelling than either sponsor could make on its own. After discussion, the committee instructed representatives of Qatalyst Partners to provide tailored responses to each third party based on the terms provided in their respective indications of interest, including discussion of proposed price per share and partnering.

        On December 24, 2014, representatives of Qatalyst Partners provided the respective individualized feedback authorized by the Board of Directors to each of Sponsors 2, 3, 5 and 6. Sponsor 3 raised its proposed price from $43–$45 per share to $45–$47 per share. After indications that Sponsor 5 was not prepared to raise its proposed price and because it was now the lowest of the private equity sponsor proposals, Sponsor 5 was eliminated from the process.

        On December 30, 2014, the Strategic Transactions Committee held a telephonic meeting. Members of management and representatives of Qatalyst Partners and WSGR, respectively, attended the meeting at the invitation of the committee. Management reported that, based on preliminary analysis, the financial results for the fourth quarter of 2014 could — depending on the outcome of negotiations for a significant transaction — be more positive than previously anticipated. Management indicated that such results did not substantively alter its previously presented long term financial forecasts, but may increase the confidence that the near term projections reflected in such long term financial results would be achieved. The committee discussed the potential impact of the foregoing development on the ongoing strategic review process and a potential strategic transaction involving Informatica. Representatives of Qatalyst Partners then indicated that one of the leading private equity sponsors had indicated a desire to partner with an investor with a substantial history of stockholder activism. The committee discussed with representatives of WSGR the risks of permitting this private equity sponsor to partner with this investor. Representatives of Qatalyst Partners then joined the discussion and provided an update on the status of discussions with third parties in the strategic process and informed the committee that certain private equity sponsors were indicating that they would need to partner with others in order to continue to participate in the process. Noting the committee's reasoning for previously authorizing two of the private equity sponsors to partner with one another in order to enhance their joint ability to make a compelling proposal, the committee agreed that certain third parties should be permitted to partner with others

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in order to enhance their proposals for Informatica. The committee also discussed the likely results of the fourth quarter and its potential significance to the process the committee was managing. After discussion, the committee determined that it remained advisable for Informatica to continue the process of exploring a potential strategic transaction, to continue discussions with the third parties regarding strategic transactions that had expressed interest in a transaction with Informatica, to maintain Informatica's options and to determine whether any such strategic transaction would be in the best interests of Informatica's stockholders taking into account management's confidence on likely fourth quarter results. Finally, the committee determined that representatives of WSGR and Qatalyst Partners should speak with the aforementioned party with a substantial history of stockholder activism to determine whether it would be willing to enter into a confidentiality agreement with a "standstill" provision without knowing the name of the company before doing so.

        Also on December 30, 2014, Sponsor 3 indicated that in order to continue discussing a transaction with Informatica at the price it had previously proposed, it would need to partner with an additional source of equity financing, and was authorized by the Board of Directors to partner with a private equity sponsor that was not previously involved in the process, Sponsor 7.

        On January 3, 2015, the Board of Directors held a meeting. Members of management and representatives of WSGR attended the meeting at the invitation of the Board of Directors. The meeting began with an executive session of the independent members of the Board of Directors. Members of the Strategic Transactions Committee described the events of the preceding weeks during which management had been working to close the fourth quarter of 2014 and evaluate Informatica's business, prospects and financial forecasts in light of its anticipated fourth quarter financial results. Members of the Strategic Transactions Committee noted that management was more confident in Informatica's business and prospects, and therefore, less convinced that continuing the process of exploring a strategic transaction was in the best interests of Informatica and its stockholders at the present time. These developments were discussed in light of the reasons that the Board of Directors had initiated a process to explore a potential strategic transaction, as well as the options available to Informatica in light of management's current confidence in Informatica's business and prospects. Mr. Abbasi and other members of management then joined the meeting.

        Management then presented a business update on Informatica's preliminary fourth fiscal quarter 2014 results and preliminary estimate of full fiscal year 2014 results, a revised 2015 financial plan and a preliminary plan for Informatica's upcoming fourth quarter earnings call. The Board of Directors discussed management's presentation and the underlying factors driving Informatica's business, as well as its likely trajectory. After the management presentation and discussion, members of management other than Mr. Abbasi departed the meeting.

        Mr. Abbasi then discussed the factors that drove the Board of Directors to initiate a process to explore a potential strategic transaction. He noted that Informatica's more recent business success and management changes had given management confidence in Informatica's business and prospects, and therefore, suggested that it could be in the best interests of Informatica's stockholders that Informatica remain independent and terminate the process of exploring a potential strategic transaction. The Board of Directors then asked questions of Mr. Abbasi and discussed Informatica's prospects as a standalone company and the bases that led the Board of Directors to initiate a process to explore a potential strategic transaction. After this discussion, Mr. Abbasi left the meeting to enable the independent members of the Board of Directors to hold an executive session.

        Members of the Board of Directors, other than Mr. Abbasi, discussed Informatica's options at length, including continuing and abandoning the current process of exploring a potential strategic transaction. The attending members of the Board of Directors discussed the potential benefits and risks of each option, and the interests and risks for Informatica's stockholders in connection with each option. After discussion, the Board of Directors determined they would need updated management forecasts to make a final determination regarding Informatica's process of exploring a potential strategic transaction. Accordingly, they requested that

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management prepare updated management forecasts based on Informatica's recent preliminary financial results and expectations for fiscal year 2015.

        On January 6, 2015, the Board of Directors held a telephonic meeting. Members of management and representatives of WSGR also attended this meeting at the invitation of the Board of Directors. At this meeting, management presented updated financial forecasts based on Informatica's recent preliminary financial results and its plan for fiscal year 2015 along with the assumptions underlying such forecasts (which did not take fluctuations in foreign currency exchange rates into account). Management also presented a detailed valuation analysis of Informatica based on discounted cash flows and multiple sensitivity cases illustrating both positive and negative assumptions regarding Informatica's business prospects. The Board of Directors asked questions regarding the foregoing financial analysis and discussed the assumptions underlying each of the sensitivity cases. Representatives of WSGR then reviewed the fiduciary duties of the Board of Directors in light of the possible sale of Informatica. They outlined the process the Board of Directors had undertaken to explore a potential strategic transaction, and the Board of Directors' fiduciary duties in connection with that process. After the foregoing discussion, all members of management except Mr. Abbasi left the meeting. The Board of Directors then discussed the potential benefits and risks of various options, including continuing and discontinuing its process of exploring a potential strategic transaction, including taking into account the negative impact on Informatica's employee base and resulting business that a prolonged strategic process could have. Mr. Abbasi then left the meeting to enable the independent members of the Board of Directors to meet in executive session. After discussion, the Board of Directors (absent Mr. Abbasi) determined that at this time it was in the best interests of Informatica's stockholders for Informatica to remain independent and therefore decided to authorize management to continue executing Informatica's business plan on a standalone basis and terminate Informatica's process of exploring a potential strategic transaction.

        Later on January 6, 2015, the Strategic Transactions Committee held a telephonic meeting. Members of management and representatives of Qatalyst Partners and WSGR, respectively, also attended this meeting at the invitation of the committee. Mr. Robel informed Qatalyst Partners that the Board of Directors had determined to discontinue Informatica's exploration of a potential strategic transaction for the time being. Discussion ensued regarding the message that would be delivered to the third parties that had expressed interest in a transaction with the company to explain the Board of Directors' decision. The committee also discussed potential reactions to the determination to discontinue the exploration of a potential strategic transaction, including the possibility that the process may have leaked to the market, which could result in hedge funds and other shareholder activists agitating for a transaction despite the decision of the Board of Directors. The committee suggested that representatives of Qatalyst Partners and WSGR, respectively, provide advice to the Board of Directors at its upcoming January 27th meeting on how to prepare for any such eventuality.

        On January 26, 2015, the activist investor with whom one of the leading private equity sponsors had proposed to partner in December of 2014 announced that it had acquired ownership or economic interest in approximately 8% of Informatica's stock and the press reported that Informatica had recently contacted third parties regarding a potential strategic transaction with the company.

        On January 27, 2015, the Board of Directors held a regularly scheduled board meeting. Management began by outlining Informatica's financial results for its fourth quarter ended December 31, 2014 and the company's press release announcing the foregoing financial results. Management also described Informatica's preliminary financial guidance for fiscal year 2015 to be provided to investors and analysts in conjunction with Informatica's earnings release (which took into account fluctuations in foreign currency exchange rates). As part of its presentation, management also described Informatica's proposed implementation of a $300 million accelerated share repurchase ("ASR") program as part of an aggregate $500 million stock repurchase plan that management had presented to Informatica's audit committee on January 13, 2015, and the impact that this ASR would have on Informatica's projected financial results for fiscal year 2015. Representatives of WSGR commented on potential legal considerations associated with the announcement and implementation of an ASR program following the recent termination of Informatica's preliminary exploration of a potential strategic transaction involving

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Informatica. After discussion, the Board of Directors unanimously approved the implementation of the ASR program outlined by management. The Board of Directors then discussed the fact that an activist investor had accumulated a large position in Informatica's stock. The Board of Directors then directed management to engage an alternate financial advisor to advise on shareholder activism defense and whose fee would not be contingent on the closing of any sale or other strategic transaction involving Informatica (the "Activism Advisor").

        On February 6, 2015, Informatica engaged the Activism Advisor to advise the Board of Directors regarding the above mentioned matters. The Activism Advisor was not engaged to provide advice on any transaction involving Informatica and will not receive a fee from Informatica in connection with the Merger.

        On February 7, 2015, the Board of Directors held a meeting. Mr. Abbasi began the meeting by providing a summary of recent events, including Informatica's recent receipt of letters from two investment management companies, in which both investment management companies informed Informatica that they had accumulated material positions in Informatica's stock and wished to engage the Board of Directors in a discussion regarding Informatica's business plans and prospects and its strategic alternatives, including a possible sale of Informatica. Management noted that it had already met with several of Informatica's stockholders to evaluate their reactions to the shareholder activists' letters and reported stockholder sentiments regarding Informatica's current business plans, strategies and prospects, as well as stockholder sentiments on the shareholder activists' commentary on these matters in their respective letters to Informatica.

        Management also noted that one of the factors that had led the Board of Directors to terminate its previous exploration of a potential sale of Informatica or another strategic transaction had been the likely disruption to Informatica's employee base, especially the risk of attrition in its sales force (and damage to its business) that might result from a continuation of that process, but a public confrontation with the shareholder activists might be even more disruptive and damaging to Informatica and its stockholders. The Board of Directors questioned whether Informatica's stockholders would be well served by such a confrontation and considered whether it would be appropriate to restart an exploration of a potential sale of Informatica or another strategic transaction. After discussion of the advantages and disadvantages of various approaches, the Board of Directors determined that it was possible that there could exist strategic options for Informatica that would yield greater risk adjusted present value for Informatica's stockholders than remaining as a standalone company and decided to restart an exploration of a potential sale of Informatica or another strategic transaction with the advice and assistance of Qatalyst Partners. The Board of Directors also determined to utilize the previously constituted Strategic Transactions Committee to supervise the process under the charter of that committee as previously adopted and authorized management to contact a limited number of additional private equity sponsors and strategic parties in line with the Board of Directors' previous guidance.

        On February 8, 2015, Informatica filed a current report on Form 8-K announcing that on February 7, 2015, the Board of Directors determined to extend the deadline pursuant to Informatica's bylaws for stockholders to nominate directors and propose other business for consideration at the 2015 annual meeting of stockholders to a date to be determined by the Board of Directors in the future and that at the appropriate time, Informatica would provide stockholders with at least ten days' advance notice of the new deadline.

        On February 9, 2015, consistent with the instructions of the Board of Directors, management authorized representatives of Qatalyst Partners to reengage with third parties that had been previously contacted and to contact additional private equity sponsors, and representatives of Qatalyst Partners contacted three additional sponsors, Sponsor 8, Sponsor 9 and Permira.

        On February 13, 2015, Permira entered into a confidentiality agreement with Informatica consistent with the confidentiality agreements that had been entered into by other sponsors. Also on February 13, 2015, the press reported that Informatica was restarting its process of exploring a potential sale of the company.

        On February 17, 2015, Sponsor 8 entered into a confidentiality agreement with Informatica.

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        On February 18, 2015, Sponsor 9 entered into a confidentiality agreement with Informatica and one of the strategic parties that was originally contacted in 2014, Strategic Party 5, informed representatives of Qatalyst Partners that it was not interested in further discussions with Informatica regarding a potential strategic transaction between the two parties but was potentially interested in making a minority investment in Informatica along with a private equity sponsor.

        On February 19, 2015, representatives of Qatalyst Partners contacted Strategic Party 1 again but this time disclosed that it was representing Informatica in a potential sale or other strategic transaction.

        On February 24, 2015, the Strategic Transactions Committee held a meeting. Representatives of Qatalyst Partners reported that Strategic Party 1, Strategic Party 7 and Sponsor 3 had informed Qatalyst Partners that they were not interested in continuing discussions with Informatica regarding a potential strategic transaction at this time, and that management presentations had been scheduled with Permira, Sponsor 8 and Sponsor 9. Representatives of Qatalyst Partners also reported that Strategic Party 5, contrary to the guidance Strategic Party 5 provided on February 18, 2015, had contacted Qatalyst Partners again, this time expressing an interest in a possible acquisition of Informatica in its entirety. Representatives of Qatalyst Partners also reported that they had held preliminary discussions with another strategic party, Strategic Party 8, who they had spoken to consistent with the previous guidance and authorization of the Board of Directors, about a potential strategic transaction with Informatica.

        On February 25, 2015, representatives of Qatalyst Partners sent third parties process letters instructing them to submit preliminary proposals by March 3, 2015 and had discussions with an additional private equity sponsor, Sponsor 10, about a potential sale of Informatica or another strategic transaction, in each case pursuant to authority granted by the Strategic Transactions Committee. Representatives of Qatalyst Partners, pursuant to authority granted by the Strategic Transactions Committee, contacted Sponsor 10 because the Strategic Transactions Committee believed that Sponsor 10 could potentially partner with another sponsor or sponsor consortium, if necessary, given the equity capital required to acquire Informatica, even though Sponsor 10 was unlikely to make an actionable proposal on its own or as a leader of a sponsor consortium.

        On February 26 and 27, 2015, Informatica conducted management meetings with Sponsor 8, Sponsor 9 and Permira.

        On February 28, 2015, the Board of Directors held a meeting. Members of management attended this meeting at the invitation of the Board of Directors. Management provided the Board of Directors with an update on Informatica's process of exploring a potential sale or another strategic transaction, including with respect to the activist investors.

        On March 2, 2015, Sponsor 9 declined to enter into discussions with Informatica regarding a potential sale of Informatica or another strategic transaction. Diligence meetings were held throughout the week with all of the third parties that had submitted proposals in December and were still in active discussions with Informatica regarding a potential sale of Informatica or another strategic transaction.

        On March 3, 2015, Informatica entered into a confidentiality agreement with Strategic Party 5.

        Also on March 3, 2015, Permira delivered a preliminary non-binding indication of interest to Qatalyst Partners for $47-$50 per share and Sponsor 8 delivered a preliminary non-binding indication of interest to Qatalyst Partners for $47-$49 per share.

        On March 4, 2015, Informatica held a management meeting with Strategic Party 5. In response to a request by Permira, the Strategic Transactions Committee determined to permit Permira to partner with CPPIB to enable Permira to make an actionable proposal for Informatica.

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        On March 6, 2015, Informatica entered into a confidentiality agreement with Sponsor 10.

        On March 7, 2015, Mr. Abbasi reached out to Strategic Party 3 to see if it might have changed its mind and now be interested in discussing a potential sale of or other strategic transaction with Informatica.

        Also on March 7, 2015, the Strategic Transaction Committee held a meeting. Members of management and representatives of Qatalyst Partners, the Activism Advisor and WSGR, respectively, also attended this meeting at the invitation of the Strategic Transaction Committee. At this meeting, representatives of Qatalyst Partners gave the Strategic Transaction Committee an update on Informatica's process of exploring a potential sale or another strategic transaction, including discussions with the third parties that had been contacted in the second half of 2014 regarding a potential strategic transaction with Informatica and informed the Strategic Transaction Committee of everything that had occurred since February 8, 2015, including that, after consulting with the Strategic Transactions Committee, representatives of Qatalyst Partners had contacted four additional parties regarding a potential strategic transaction with Informatica but that none had yet delivered a written indication of interest to Informatica.

        Representatives of Qatalyst Partners then outlined a proposed timetable for the remainder of the strategic process to explore a potential sale of or another strategic transaction with Informatica and noted that they were seeking to manage the process to ensure that potentially interested third parties had sufficient time to conduct adequate due diligence on Informatica while minimizing the disruption to management involved in supporting the strategic process. The Strategic Transaction Committee then discussed the process outlined by representatives of Qatalyst Partners and provided feedback on managing the strategic process to ensure that every third party that had expressed interest in a potential strategic transaction with Informatica had an adequate and equal opportunity to meet with management and conduct due diligence.

        On March 10, 2015, Strategic Party 8 declined to move forward with an acquisition or continue discussions regarding a potential strategic transaction with Informatica and representatives of Qatalyst Partners sent Sponsor 10 a process letter requesting a preliminary proposal on March 13, 2015. Later in the afternoon, Strategic Party 3 had a lengthy discussion with Mr. Abbasi about Informatica's business and prospects, and then expressed that it was interested in discussing a possible strategic transaction with Informatica and that representatives of Strategic Party 3 would reach out to representatives of Informatica to enter into an appropriate confidentiality agreement. Later that day, representatives of Qatalyst Partners had a discussion with Strategic Party 3 regarding its interest in a possible strategic transaction with Informatica.

        On March 11, 2015, Informatica entered into a confidentiality agreement with Strategic Party 3. Also on March 11, 2015, representatives of Qatalyst Partners sent process letters to third parties instructing them to send final proposals on April 2, 2015, with respect to a sale of or other strategic transaction with Informatica, including drafts of a definitive acquisition agreement and, if applicable, complete sets of equity and debt commitment papers.

        On March 12, 2015, Informatica held a management meeting with Strategic Party 3.

        On March 13, 2015, representatives of Qatalyst Partners distributed a proposed acquisition agreement from Informatica to all of the private equity sponsors that remained in the strategic process for a sale of or other strategic transaction with Informatica. Also on March 13, 2015, representatives of Qatalyst Partners spoke with Sponsor 4 to see if it would be interested in reengaging in the strategic process, but Sponsor 4 declined to continue discussions regarding a sale of or other strategic transaction with Informatica.

        On March 16, 2015, Strategic Party 5 withdrew from the strategic process but stated that it would consider participating as a minority investor along with a private equity sponsor in a strategic transaction with Informatica

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and Sponsor 8 declined to continue discussions relating to a sale of or other strategic transaction with Informatica.

        Over the course of March 16, 2015 to March 18, 2015, Qatalyst Partners received a non-binding indication of interest from Sponsor 10 at $52-$54 per share, but Sponsor 10 indicated that it needed at least 30 days if provided exclusive access to management, and more time if it was not granted exclusivity, in order to proceed with discussions regarding its proposal. Directors discussed the benefits and risks of granting Sponsor 10 exclusive access to management for 30 days. Due primarily to the fact that Sponsor 10 had done significantly less diligence than other interested parties (including Sponsor 10 having not yet attended a management presentation), but also because exclusive access to management would be a significant distraction to management's ability to conduct Informatica's day-to-day business, and the risk that Informatica's business would likely suffer as a result, directors had significant concerns that Sponsor 10's proposal was not actionable and that its request for exclusivity was likely to slow and disrupt the strategic process overall, exacerbate management distraction and increase business execution risk. After analyzing the totality of the circumstances, the Board of Directors determined that given the status of the strategic process, the number of other interested third parties, the fact that entering into exclusive negotiations with Sponsor 10 could put the entirety of the strategic process at risk, the fact that it would further distract management and hurt Informatica's business, and its ultimate belief that Sponsor 10's proposal was not actionable, it was not in the best interests of Informatica and its stockholders to interrupt the strategic process and grant Sponsor 10 exclusive access to management at this juncture. When Sponsor 10 was told that Informatica could not grant 30 days of exclusive access to management, Sponsor 10 declined to continue in discussions regarding a potential sale of or other strategic transaction with Informatica.

        On March 18, 2015, Strategic Party 3 declined to continue discussions regarding a potential sale of or other strategic transaction with Informatica.

        On March 20, 2015, and over the next few days, the press published several articles regarding Informatica's strategic process, including in some instances publishing the names of third parties considering a strategic transaction with Informatica and price targets being considered by such third parties.

        Also on March 20, 2015, the Strategic Transactions Committee held a meeting. Representatives of Qatalyst Partners provided the committee with an update on Informatica's strategic process and directors considered and discussed various partnering requests from third parties.

        Over the course of the following week Informatica held numerous due diligence meetings with various third parties involved in the strategic process, including Sponsor 1, Sponsors 2 and 6 and Permira/CPPIB, and their respective representatives, and continued in earnest the diligence efforts that had been undertaken throughout the month of March.

        On March 25, 2015, Sponsors 2 and 6, who were working as a team at the permission of the Board of Directors, requested permission to speak to Strategic Party 5 about potential commercial opportunities with Informatica, which potentially could enable them to make a higher bid. The Strategic Transactions Committee discussed the risks and benefits of allowing such a discussion and, deciding that the benefits of a possible higher bid from Sponsors 2 and 6 outweighed any risks now that Strategic Party 5 had declined to continue discussions of an outright acquisition of Informatica, gave Sponsors 2 and 6 permission to speak to Strategic Party 5 about potential commercial opportunities with Informatica on March 27, 2015.

        On March 28, 2015, representatives of Permira/CPPIB delivered comments on Informatica's draft acquisition agreement to representatives of Qatalyst Partners and WSGR.

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        On March 30, 2015, the Board of Directors held a meeting. Members of management and representatives of the Activism Advisor and WSGR, respectively, also attended portions of this meeting at the invitation of the Board of Directors. Mr. Abbasi called the meeting to order and the meeting began with an executive session of the Board of Directors. During this executive session, the Board of Directors discussed the status of Informatica's process to explore a potential sale of the company or another strategic transaction involving Informatica. Mr. Abbasi noted that, at the invitation of the Board of Directors, the Activism Advisor had been asked to address several activist-related topics, including a preliminary valuation analysis of Informatica as part of their activist defense engagement, in order to give the Board of Directors an independent financial analysis of Informatica from a financial advisor that did not have any financial incentives linked to the outcome of Informatica's strategic process. The Board of Directors decided to not discuss the Permira/CPPIB acquisition agreement until it had received acquisition agreements and proposals from all of the third parties still involved in the strategic process so that the Board of Directors could review all of the proposals holistically and analyze them as compared to one another and to Informatica's prospects as a standalone company. Representatives of the Activism Advisor then joined the meeting. Representatives of the Activism Advisor presented a preliminary valuation analysis of Informatica in connection with their activist defense engagement based on traditional valuation methodologies and Informatica's financial projections that had been previously provided to the Activism Advisor by Company Management.

        The financial projections furnished to the Activism Advisor for the fiscal years 2015 through 2020 were prepared by management of the Company and are set forth on page 61 under "Management Projections in the Activism Advisor's Analysis". The financial projections furnished to the Activism Advisor for fiscal years 2021 through 2029 were extrapolated forecasts prepared by management of the Company at the request of the Activism Advisor based on the 2015-2020 projections and are also set forth on page 61 under "Management Projections in the Activism Advisor's Analysis", and such extrapolated forecasts were not requested by Qatalyst Partners. The Activism Advisor requested the extrapolated forecasts in order to cover the time period it would take for the Company to achieve a normalized steady state growth rate. Management's extrapolated forecasts also reflected the Company's anticipated margin expansion because of slower revenue growth over the extrapolation period. The extrapolated forecasts were prepared by management by establishing the steady state growth rate at the end of the extrapolation period and applying a linear reduction of the growth rate at the beginning of the extrapolation period to the steady state growth rate at the end of the extrapolation period without further analysis by management as to the particular growth rate applicable to each individual year. As such, the extrapolated forecasts are, in the view of the Company's management, more uncertain than the projections for the years 2015-2020. The Activism Advisor was not engaged to provide advice on any transaction involving the Company and did not render any fairness opinion in connection with the Merger, and its preliminary valuation analyses were not provided to the Board for purposes of evaluating any potential sale transaction. They were provided to the Board for the purpose of assisting the Board in evaluating alternatives for the Company if the Company did not enter into a sale transaction. In connection with the Merger, the financial advisor retained by the Company in connection with a potential sale transaction, Qatalyst Partners, provided a fairness opinion to the Board, as described in "Opinion of Qatalyst Partners LP" beginning on page 52. Certain of the preliminary valuation analyses provided by the Activism Advisor were comparable to those performed by Qatalyst Partners but resulted in higher valuation ranges than the analyses of Qatalyst Partners. The differences in valuation ranges were largely attributable to the fact that the Activism Advisor utilized different projections than did Qatalyst Partners and in certain cases chose multiple ranges that were different. Specifically, the Activism Advisor's public trading multiples analysis based on the Company's estimated calendar year 2015 per share earnings implied a range of values for the Company's common stock of approximately $30.50 to $43.50 per share (using the Company's projections) and approximately $28.75 to $41.00 per share (using analyst projections) based on a representative 2015 P/E multiple range of 17.5x to 25.0x. The Activism Advisor's selected transaction multiples analysis implied a range of values for the Company's common stock of approximately $37.25 to $52.25 per share based on a range of multiples (3.0x-4.5x) of 2015 revenue and using the projections provided by the Company. The Activism Advisor's discounted cash flow analysis implied a range of values for the Company's common stock

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of approximately $42.75 to $66.25 per share using a range of discount rates from 9.5% to 12.5% and applying a perpetual growth rate ranging from 2.0% to 3.0% based on the extrapolated forecasts described above.

        Later on March 30, 2015, representatives of Sponsor 1 delivered comments on Informatica's draft acquisition agreement to representatives of Qatalyst Partners and WSGR. Over the next several days Informatica and its representatives held several diligence meetings with Permira/CPPIB, Sponsor 1, Sponsor 2 and Sponsor 6 and their respective representatives.

        On the morning of April 2, 2015, the press published reports about Informatica's strategic process naming third parties involved in the process, the fact that Informatica was expected to receive final bid packages that day and the price ranges at which proposals were expected to come in.

        Later on April 2, 2015, Informatica received full bid packages from Permira/CPPIB and Sponsor 1, including revised markups of Informatica's draft acquisition agreement and signed equity and debt commitment letters, with offers at $47.50 and $46.55 per share, respectively, which Permira/CPPIB and Sponsor 1 both presented as best and final. Sponsors 2 and 6 presented a joint bid of $44.50 per share but no transaction documents and requested an additional week to consummate any transaction. Sponsors 2 and 6 also indicated their interest in a minority investment should the Board of Directors consider a transaction in which Informatica would remain public.

        On April 3, 2015, representatives of Qatalyst Partners contacted Permira/CPPIB and Sponsor 1 to confirm whether their proposals should be characterized as best and final to the Board of Directors at a board meeting to be held that day. Each of Permira/CPPIB and Sponsor 1 indicated some degree of potential flexibility. The Board of Directors held a meeting later that day. Members of management and representatives of Qatalyst Partners and WSGR, respectively, also attended at the invitation of the Board of Directors. Management presented a preliminary report on and summarized Informatica's preliminary assessment of its first quarter 2015 financial results, noting that results for the quarter were within the guidance for the quarter previously given by Informatica in its call with financial analysts. The Board of Directors asked questions regarding the pipeline for future business and management gave observations on Informatica's business performance and prospects for the ensuing quarters based on their current visibility. Representatives of Qatalyst Partners then gave the Board of Directors an update on Informatica's process of exploring a potential sale of or another strategic transaction involving Informatica. Representatives of Qatalyst Partners described the proposals that Informatica had received from Permira/CPPIB, Sponsor 1 and the team of Sponsors 2 and 6 the previous day in accordance with the instructions that had been given to all interested parties, noting that none of the other private equity sponsors or strategic parties previously contacted about a potential strategic transaction with Informatica had submitted proposals on April 2, 2015. Representatives of Qatalyst Partners then described the financial and other key terms of each proposal, including the financing packages submitted by Permira/CPPIB and Sponsor 1. Representatives of WSGR then made preliminary observations regarding the legal aspects of the proposals, including revisions to Informatica's proposed draft merger agreement that each of Permira/CPPIB and Sponsor 1 had submitted with their preliminary proposals and the draft debt commitment letters provided by Permira/CPPIB and Sponsor 1.

        After these summaries, the Board of Directors discussed the status of Informatica's strategic process generally, the proposals and the current business climate faced by Informatica, including the impact that the process had had on its employee base and its underlying business as a result. The directors noted that, based on previous and independent discussions with the representatives of Qatalyst Partners regarding financial aspects of a potential transaction, the proposals from Permira/CPPIB and Sponsor 1 appeared to present attractive strategic options for Informatica that could yield greater risk adjusted present value for Informatica's stockholders than Informatica's current standalone business plans and strategies based on Informatica's own projections of its financial performance for the next several years, particularly after taking fluctuations in foreign currency exchange rates into account. The Board of Directors then met in executive session. After a lengthy discussion in executive session, as a result of the likelihood of a strategic transaction yielding greater value for Informatica's

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stockholders than they would receive if Informatica were to remain as a standalone company, the Board of Directors authorized Qatalyst Partners and WSGR to continue negotiating with Permira/CPPIB and Sponsor 1 in an effort to further improve the price and other terms of their proposals with the expectation that the Board of Directors would make a final determination regarding the strategic process at its next meeting and provided specific guidance with respect to such negotiations. The Board of Directors determined that it was not in the best interests of Informatica and its stockholders to continue diligence with Sponsors 2 and 6 for an additional week given the price and status of their proposal.

        Later on April 3, 2015, representatives of Qatalyst Partners indicated to Permira/CPPIB that Informatica may be willing to proceed rapidly to a signed acquisition agreement with them if they were to raise their price to $48.75 per share. Representatives of Qatalyst Partners then spoke to Sponsor 1 and indicated that Sponsor 1 was behind on price but that if they were willing to rebid at a higher price Informatica would permit representatives of WSGR to continue to negotiate the acquisition agreement with the attorneys of Sponsor 1. Sponsor 1 indicated that it might be willing to rebid and that it would instruct its attorneys to continue to negotiate the acquisition agreement with representatives of WSGR, but that it was not prepared to commit to a specific price at this time.

        On April 4, 2015, Permira/CPPIB expressed a willingness to increase their price to only $48 per share and only if Informatica would sign an acquisition agreement that evening. Given the status of negotiations with Permira/CPPIB and with Sponsor 1, the Board of Directors declined to commit to enter into an acquisition agreement with Permira/CPPIB that evening.

        On April 5, 2015, Permira/CPPIB expressed displeasure at the pace of negotiations and urged for the strategic process to move more quickly. Representatives of Informatica spoke to both Permira/CPPIB and Sponsor 1. Representatives of Qatalyst Partners spoke to Sponsor 1 again to let it know that it would have to significantly improve its price to remain competitive in the strategic process. Sponsor 1 expressed that it was willing to improve its price, but would not do so until it had been told when the Board of Directors was prepared to make a final decision. Sponsor 1 also requested that the Board of Directors come to a decision quickly. At the direction of the Board of Directors, representatives of WSGR continued to negotiate acquisition agreements with both Permira/CPPIB and Sponsor 1.

        On April 6, 2015, Permira/CPPIB expressed that they would withdraw their proposal if the Board of Directors did not make a decision that day. The Board of Directors decided to hold a meeting at 12:30 p.m., Pacific Time, to discuss both offers and instructed representatives of Qatalyst Partners to obtain the best possible price that Informatica could obtain for each of Permira/CPPIB and Sponsor 1. Pursuant to such instructions, representatives of Qatalyst Partners alerted Permira/CPPIB and Sponsor 1 that they would need to provide their best and final offers for the consideration of the Board of Directors and guided both bidders to a price of $50 per share.

        Before the start of the meeting, Permira/CPPIB called Qatalyst Partners to indicate that they would not increase their bid above $48 per share at that time. Sponsor 1 then called Qatalyst Partners to increase their price to $48.25 per share.

        The meeting of the Board of Directors began at 12:30 p.m. with members of management and representatives of Qatalyst Partners and WSGR in attendance. Representatives of Qatalyst Partners updated the Board of Directors on Informatica's process of exploring a potential sale of or another strategic transaction involving Informatica and described the negotiations that had occurred since the last meeting of the Board of Directors with each of the parties that had submitted an indication of interest to acquire Informatica, noting that the team of Sponsors 2 and 6 had declined to submit any additional proposals or revisions to Informatica's draft acquisition agreement and had effectively withdrawn from the process. Representatives of Qatalyst Partners then described the competitive bidding by each of Permira/CPPIB and Sponsor 1 and the current prices offered by each. Representatives of WSGR then summarized the proposed acquisition agreements of each of Permira/CPPIB and Sponsor 1 and the negotiations that had occurred since the last Board of Directors meeting.

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        After lengthy discussion, the Board of Directors instructed Qatalyst Partners to call Permira/CPPIB and Sponsor 1 one last time to solicit one final higher offer from each. Representatives of Qatalyst Partners left the meeting and called Permira/CPPIB to let them know that the Board of Directors was holding a meeting and that the Board of Directors had instructed them to solicit Permira's best and final offer. Permira/CPPIB increased their offer to $48.75 per share. Representatives of Qatalyst Partners then called Sponsor 1 to let them know that the Board of Directors was holding a meeting and that the Board of Directors had instructed them to solicit Sponsor 1's best and final offer. Sponsor 1 declined to increase their bid and indicated that $48.25 per share was their best and final offer. During this time representatives of WSGR again reviewed with the Board of Directors their fiduciary obligations. Representatives of Qatalyst Partners then rejoined the meeting and reported the best and final offers of Permira/CPPIB and Sponsor 1 at $48.75 and $48.25 per share, respectively. Representatives of Qatalyst Partners then reviewed with the Board of Directors its financial analyses of the consideration to be received by Informatica stockholders pursuant to the Merger Agreement, and delivered to the Board of Directors Qatalyst Partners' oral opinion, subsequently confirmed in writing by delivery of a written opinion dated April 6, 2015, that, as of that date and based upon and subject to the factors, assumptions, considerations, limitations and other matters set forth in its written opinion, the $48.75 per share merger consideration to be received by holders of Informatica common stock, other than Newco or any affiliates of Newco, pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For more information about Qatalyst Partners' opinion, see the section of this proxy statement below captioned "— Opinion of Qatalyst Partners LP."

        The Board of Directors then discussed Informatica's strategic process generally, and made observations on the proposed transaction with Permira/CPPIB. The Board of Directors also discussed the opportunities and risks in Informatica's long term business plans and strategies, including increasing business execution risk, and whether selling Informatica at this time was in the best interests of Informatica's stockholders as a whole. Directors noted that, based on preliminary valuation analyses previously presented to the Board of Directors, the proposed transaction with Permira/CPPIB presented an attractive strategic option for Informatica that would likely yield greater risk adjusted present value for Informatica's stockholders than its current standalone business plans and strategies based on Informatica's own projections of its financial performance for the next several years. The Board of Directors also discussed the disruptions that activist investors were likely to cause if the Board of Directors terminated its strategic process and the negative impact this was likely to have on Informatica's business performance. Finally, the Board of Directors discussed the extent to which it was likely to obtain a higher price from Permira/CPPIB or any other party and determined that it was unlikely that any party, including Permira/CPPIB, would pay a higher price for Informatica at this time.

        Following the foregoing discussion, with respect to the Permira/CPPIB proposal to acquire Informatica the Board of Directors unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, (2) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were fair to and in the best interests of Informatica and its stockholders, (3) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and (4) resolved to recommend that the stockholders of Informatica adopt the Merger Agreement.

        On April 7, 2015, Informatica issued a press release announcing the Merger.

Recommendation of the Board of Directors and Reasons for the Merger

        The Board of Directors has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Informatica and its stockholders; and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

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        The Board of Directors unanimously recommends that you vote (1) "FOR" the adoption the Merger Agreement; (2) "FOR" the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) "FOR" the non-binding, advisory proposal to approve compensation that will or may become payable by Informatica to its named executive officers in connection with the Merger.

        In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board of Directors consulted with Informatica management, and representatives of its financial advisors and outside legal counsel. In recommending that stockholders vote in favor of adoption of the Merger Agreement, the Board of Directors considered a number of factors, including the following (which factors are not necessarily exhaustive or presented in order of relative importance):

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        The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily exhaustive or presented in order of relative importance):

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        The foregoing discussion is not meant to be exhaustive, but summarizes many of the material factors considered by the Board of Directors in its consideration of the Merger. After considering these and other factors, the Board of Directors concluded that the potential benefits of the Merger outweighed any uncertainties and risks. In view of the variety of factors considered by the Board of Directors and the complexity of these factors, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board of Directors applied his or her own personal business judgment to the process and may have assigned different weights to different factors. The Board of Directors unanimously adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that stockholders adopt the Merger Agreement based upon the totality of the information presented to and considered by the Board of Directors.

Opinion of Qatalyst Partners LP

        We retained Qatalyst Partners to act as financial advisor to our Board of Directors in connection with a potential transaction such as the Merger and to evaluate whether the consideration to be received by the holders of our common stock, other than Newco or any affiliates of Newco, pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. We selected Qatalyst Partners to act as our financial advisor based on Qatalyst Partners' qualifications, expertise, reputation and knowledge of the business and affairs of Informatica and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of the Qatalyst Partners' opinion in this proxy statement. At the meeting of our Board of Directors on April 6, 2015, Qatalyst Partners rendered its oral opinion, that, as of such date and based upon and subject to the considerations, limitations and other matters set forth therein, the $48.75 per share cash consideration to be received by the holders of common stock, other than Newco or any affiliates of Newco, pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated April 6, 2015, to our Board of Directors following the meeting of our Board of Directors.

        The full text of Qatalyst Partners' written opinion, dated April 6, 2015 to our Board of Directors is attached hereto as Annex C and is incorporated by reference herein. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. You should read the opinion carefully in its entirety. Qatalyst Partners' opinion was provided to our Board of Directors and addresses only, as of the date of the opinion, the fairness from a financial point of view, of the $48.75 per share cash consideration to be received by the holders of common stock, other than Newco or any affiliates of Newco, pursuant to the Merger Agreement, and it does not address any other aspect of the Merger. It does not constitute a recommendation as to how any

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stockholder should vote with respect to the Merger or any other matter and does not in any manner address the price at which Informatica's common stock will trade at any time. The summary of Qatalyst Partners' opinion set forth herein is qualified in its entirety by reference to the full text of the opinion.

        In arriving at its opinion, Qatalyst Partners reviewed the Merger Agreement, certain related documents, and certain publicly available financial statements and other business and financial information of Informatica. Qatalyst Partners also reviewed certain forward-looking information prepared by the management of Informatica, including financial projections and operating data of Informatica, which we refer to as the "Company Projections" described below in the section entitled "The Merger — Management Projections". Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of Informatica with senior executives of Informatica. Qatalyst Partners also reviewed the historical market prices and trading activity for Informatica's common stock and compared the financial performance of Informatica and the prices and trading activity of Informatica's common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

        In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by Informatica. With respect to the Company Projections, Qatalyst Partners was advised by management of Informatica, and Qatalyst Partners assumed, that the Company Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Informatica of the future financial performance of Informatica and other matters covered thereby. Qatalyst Partners assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed, that in connection with the receipt of all the necessary approvals of the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Informatica or the contemplated benefits expected to be derived in the proposed Merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Informatica, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of Informatica as to the existing and future technology and products of Informatica and the risks associated with such technology and products. Qatalyst Partners' opinion has been approved by Qatalyst Partners' opinion committee in accordance with its customary practice.

        Qatalyst Partners' opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners' opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners' opinion does not address the underlying business decision of Informatica to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to Informatica. Qatalyst Partners' opinion is limited to the fairness, from a financial point of view, of the $48.75 per share cash consideration to be received by the holders of common stock, other than Newco or any affiliates of Newco, pursuant to the Merger Agreement, and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Informatica's officers, directors or employees, or any class of such persons, relative to such consideration.

        The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated April 6, 2015. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners' opinion. For purposes of its analyses,

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Qatalyst Partners utilized both the consensus of third-party research analysts' projections, which we refer to as the "Analyst Projections", and the Company Projections. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners' financial analyses.

        Qatalyst Partners performed an illustrative discounted cash flow ("DCF") analysis, which is designed to imply a potential, present value of share values for Informatica's common stock as of March 31, 2015 by:

        Based on the calculations set forth above, this analysis implied a range of values for Informatica's common stock of approximately $36.66 to $53.98 per share.

        Qatalyst Partners compared selected financial information and public market multiples for Informatica with publicly available information and public market multiples for selected companies. The companies used in this comparison included companies listed below and were selected because they are publicly traded companies in Informatica's industry.

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        Based upon research analyst consensus estimates for calendar year 2015, and using the closing prices as of April 2, 2015 for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied earnings per share for calendar year 2015, which we refer to as the CY2015E P/E Multiples, for each group of the selected companies. The median CY2015E P/E Multiples among the Low Growth Data Management companies analyzed was 17.1x, among the selected Infrastructure Software companies analyzed was 15.1x, and among the Large Cap Enterprise Software companies analyzed was 15.0x. The CY2015E P/E Multiple for Informatica was 26.9x based on the Analyst Projections using Informatica's closing share price on April 2, 2015, 23.4x using Informatica's closing share price on January 23, 2015 (the last closing price prior to Elliott Associates, L.P.'s initial Schedule 13D filing with regards to Informatica), and 19.7x using Informatica's closing share price on September 26, 2014 (the last closing price prior to the announcement of the proposed sale of TIBCO Software Inc. to Vista Equity Partners).

        Based on an analysis of the CY2015E P/E Multiples for the selected companies, Qatalyst Partners selected a representative range of 17.0x to 23.0x and applied this range to Informatica's estimated calendar year 2015 per share earnings based on each of the Company Projections (excluding the Foreign Exchange Adjustments (as defined below)) and the Analyst Projections. This analysis implied a range of values for Informatica's common stock of approximately $29.51 to $39.93 per share, with a midpoint of $34.72 per share, based on the Company Projections and approximately $27.91 to $37.77 per share, with a midpoint of $32.84 per share, based on the Analyst Projections.

        Based upon research analyst consensus estimates for calendar year 2016, and using the closing prices as of April 2, 2015 for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied earnings per share for calendar year 2016, which we refer to as the CY2016E P/E Multiples, for each group of the selected companies. The median CY2016E P/E Multiples among the Low Growth Data Management companies analyzed was 15.2x, among the selected Infrastructure Software companies analyzed was 13.9x, and among the Large Cap Enterprise Software companies analyzed was 13.4x. The CY2016E P/E Multiple for Informatica was 23.5x based on the Analyst Projections using Informatica's closing share price on April 2, 2015, and 20.4x using Informatica's closing share price on January 23, 2015.

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        Based on an analysis of the CY2016E P/E Multiples for the selected companies, Qatalyst Partners selected a representative range of 15.0x to 21.0x and applied this range to Informatica's estimated calendar year 2016 per share earnings based on each of the Company Projections and the Analyst Projections. This analysis implied a range of values for Informatica's common stock of approximately $29.66 to $41.52 per share, with a midpoint of $35.59 per share, based on the Company Projections and approximately $28.22 to $39.51 per share, with a midpoint of $33.86 per share, based on the Analyst Projections.

        No company included in the selected companies analysis is identical to Informatica. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of Informatica, such as the impact of competition on the business of Informatica and the industry in general, industry growth and the absence of any material adverse change in the financial condition and prospects of Informatica or the industry or in the financial markets in general. Mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

        Qatalyst Partners compared 10 selected public company transactions announced since 2005. These transactions are listed below:

Announcement Date   Target   Acquiror
September 29, 2014   TIBCO Software Inc.   Vista Equity Partners

August 18, 2011

 

Autonomy Corp.

 

Hewlett-Packard Company

May 12, 2010

 

Sybase, Inc.

 

SAP AG

July 28, 2009

 

SPSS Inc.

 

International Business Machines Corporation

January 8, 2008

 

Fast Search & Transfer ASA

 

Microsoft Corporation

November 12, 2007

 

Cognos Inc.

 

International Business Machines Corporation

October 7, 2007

 

Business Objects SA

 

SAP AG

March 1, 2007

 

Hyperion Solutions Corp.

 

Oracle Corporation

August 10, 2006

 

FileNet Corporation

 

International Business Machines Corporation

March 14, 2005

 

Ascential Software Corporation

 

International Business Machines Corporation

        For each of the transactions listed above, Qatalyst Partners reviewed, among other things, the implied fully-diluted enterprise value of the target company as a multiple of the last-twelve-months revenue, as reflected in certain publicly available financial statements and press releases, which we refer to as the LTM Revenue Multiple. Qatalyst Partners also reviewed the implied fully-diluted enterprise value of the target company as a multiple of analyst estimates of the next-twelve-months revenue of the target company, when available, which we refer to as the NTM Revenue Multiple. The median LTM Revenue Multiple among the selected transactions analyzed was 3.8x, and the median NTM Revenue Multiple among the selected transactions analyzed was 3.5x.

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        Based on the analysis of the LTM Revenue Multiples and NTM Revenue Multiples for the transactions noted above, Qatalyst Partners applied an LTM Revenue Multiple range of 2.5x to 5.0x to Informatica's LTM (ending December 31, 2014) revenue, and an NTM Revenue Multiple range of 2.0x to 4.5x to Informatica's NTM (ending December 31, 2015) estimated revenue reflected in the Analyst Projections. Based on the calculations set forth above and the fully-diluted shares (assuming treasury stock method) of Informatica's common stock outstanding adjusted for (1) Cashout RSUs, Rollover RSUs, Performance Stock Units and stock options outstanding, as provided by management of Informatica as of March 31, 2015, (2) the effect of Informatica's ASR expected by management of Informatica, and (3) employee stock purchase plan issuances expected by management of Informatica to occur between signing and closing, this analysis implied a range of values for Informatica's common stock of approximately $28.85 to $51.87 per share, with a midpoint of $40.60 per share based on the LTM multiples, and approximately $25.58 to $50.59 per share, with a midpoint of $38.37 per share, based on the NTM multiples.

        For each of the transactions listed above, Qatalyst Partners also reviewed, among other things, the price per share paid for the target company as a multiple of the last-twelve-months earnings per share for the target company, as reflected in certain publicly available financial statements and press releases, which we refer to as the LTM P/E Multiple. Qatalyst Partners also reviewed the price per share paid for the target company as a multiple of analyst estimates of the next-twelve-months earnings per share of the target company, which we refer to as the NTM P/E Multiple. The median LTM P/E Multiple among the selected transactions analyzed was 30.8x, and the median NTM P/E Multiple among the selected transactions analyzed was 26.4x.

        Based on the analysis of the LTM P/E Multiples and the NTM P/E Multiples for the transactions noted above, Qatalyst Partners applied an LTM P/E Multiple range of 25.0x to 32.0x to Informatica's LTM (ending December 31, 2014) earnings per share, and an NTM P/E Multiple range of 24.0x to 30.0x to Informatica's NTM (ending December 31, 2015) earnings per share reflected in the Analyst Projections. This analysis implied a range of values for Informatica's common stock of approximately $39.86 to $51.03 per share, with a midpoint of $45.45 per share, based on the LTM multiples, and approximately $39.41 to $49.26 per share, with a midpoint of $44.33 per share, based on the NTM multiples.

        No company or transaction utilized in the selected transactions analysis is identical to Informatica or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions and other matters, many of which are beyond the control of Informatica, such as the impact of competition on the business of Informatica or the industry generally, industry growth and the absence of any material adverse change in the financial condition of Informatica or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

        In connection with the review of the Merger by our Board of Directors, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners' view of the actual value of

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Informatica. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Informatica. Any estimates contained in Qatalyst Partners' analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the $48.75 per share cash consideration to be received by the holders of Informatica's common stock, other than Newco or any affiliates of Newco, pursuant to the Merger Agreement, and in connection with the delivery of its opinion to our Board of Directors. These analyses do not purport to be appraisals or to reflect the price at which Informatica common stock might actually trade.

        Qatalyst Partners' opinion and its presentation to our Board of Directors was one of many factors considered by our Board of Directors in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of our Board of Directors with respect to the $48.75 per share cash consideration to be received by Informatica's stockholders pursuant to the Merger or of whether our Board of Directors would have been willing to agree to a different consideration. The $48.75 per share cash consideration was determined through arm's-length negotiations between Informatica and Permira/CPPIB and was approved by our Board of Directors. Qatalyst Partners provided advice to Informatica during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to Informatica or that any specific consideration constituted the only appropriate consideration for the Merger.

        Qatalyst Partners provides investment banking and other services to a wide range of corporations and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of Informatica, Newco or certain of their respective affiliates. During the two year period prior to the date of Qatalyst Partners' opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and Informatica, Newco, Permira or CPPIB pursuant to which compensation was received by Qatalyst Partners or its affiliates; however, Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to Informatica, Newco, Permira, CPPIB or any of their respective affiliates for which it would expect to receive compensation, including with respect to an engagement for a strategic transaction by a portfolio company of Permira, which engagement representatives of Qatalyst Partners generally discussed with members of the Strategic Transactions Committee and for which work began prior to the date of Qatalyst Partners' opinion although such engagement was formalized thereafter.

        Under the terms of its engagement letter, Qatalyst Partners provided Informatica with financial advisory services in connection with the proposed Merger for which it will be paid approximately $46 million, $100,000 of which was payable upon the execution of its engagement letter, $4 million of which was payable upon delivery of its opinion, and the remaining portion of which will be paid upon, and subject to, consummation of the Merger. Informatica has also agreed to reimburse Qatalyst Partners for certain of its expenses incurred in performing its services. Informatica has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and expenses related to or arising out of Qatalyst Partners' engagement.

Management Projections

        In connection with the comprehensive strategic and financial review process described in this proxy statement, as well as the analyses performed by the Activism Advisor, management prepared financial projections. The management projections were not prepared with a view to public disclosure and were not

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prepared with a view to compliance with GAAP, the published guidelines of the SEC regarding projections and forward-looking statements, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, Ernst & Young LLP, our independent registered public accountant, has not examined, reviewed, compiled or otherwise applied procedures to the management projections and, accordingly, assumes no responsibility for, and expresses no opinion on, them. The management projections included in this proxy statement have been prepared by, and are the responsibility of, Informatica management.

        Although a summary of the management projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by Informatica management that they believed were reasonable at the time the management projections were prepared, taking into account the relevant information available to Informatica management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the management projections not to be achieved include general economic conditions, Informatica's ability to achieve forecasted sales due to competitive pressures and other factors, including, without limitation, changes in actual or projected cash flows, accuracy of certain accounting assumptions, changes in foreign currency exchange rates over time and changes in tax laws. In addition, the management projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the management projections will be realized, and actual results may be materially better or worse than those reflected in the management projections. The management projections cover multiple years, and such information by its nature becomes less reliable with each successive year. The inclusion of the management projections in this proxy statement should not be regarded as an indication that the Board of Directors, Informatica, Qatalyst Partners or the Activism Advisor or any of their respective affiliates or representatives or any other recipient of this information considered, or now considers, the management projections to be predictive of actual future results. The summary of the management projections is not included in this proxy statement in order to induce any stockholder to vote in favor of the proposal to adopt the Merger Agreement or any of the other proposals to be voted on at the Special Meeting. We do not intend to update or otherwise revise the management projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the management projections are shown to be in error or no longer appropriate. In light of the foregoing factors and the uncertainties inherent in the management projections, stockholders are cautioned not to place undue, if any, reliance on the projections included in this proxy statement.

        The management projections and the accompanying tables contain certain non-GAAP financial measures. Informatica believes the disclosure of such non-GAAP financial measures is appropriate to enhance an overall understanding of its financial performance, its financial and operational decision making and as a means to evaluate period to period comparisons. These adjustments to Informatica's GAAP measures are made with the intent of providing investors a more complete understanding of Informatica's performance, by excluding certain expenses and expenditures such as non-cash charges and discrete charges that are infrequent in nature, such as charges related to acquisitions that may not be indicative of its underlying operating results. In addition, Informatica believes these non-GAAP financial measures are useful to investors because they allow for greater transparency into the indicators used by management as a basis for its financial and operational decision making. Informatica believes that the disclosure of these non-GAAP financial measures provides consistency and comparability of its recent financial results with its historical financial results, as well as to the operating results of similar companies in Informatica's industry, many of which present similar non-GAAP financial measures to investors. As an example, Informatica believes that it enhances comparability with similar companies' operating results by excluding stock compensation in its non-GAAP financial measures because of the different types of stock-based awards that companies may grant and because ASC 718 ("Stock Compensation") allows companies to use different valuation methodologies and subjective assumptions. In addition, Informatica believes that investors benefit from referring to these non-GAAP financial measures when planning, analyzing and forecasting

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future periods. There are a number of limitations related to these non-GAAP financial measures: (1) the non-GAAP measures exclude some costs that are recurring, particularly stock compensation, and we believe that stock compensation will continue to be a significant recurring expense for the foreseeable future; because stock compensation is an important part of our employees' compensation, such payments can impact their performance; and (2) the items we exclude in our non-GAAP measures may differ from the components our peer companies exclude when they report their non-GAAP measures. Informatica compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP measures and evaluating non-GAAP measures together with the corresponding measures calculated in accordance with GAAP.

        The management projections are forward-looking statements. For information on factors that may cause Informatica's future results to materially vary, see the information under the section captioned "Forward-Looking Statements."

Management Projections in Qatalyst Analysis

        Management prepared the following financial projections for 2015-2020 for the Board of Directors and Qatalyst Partners. These management projections were also made available to participants in the strategic and financial review process in connection with their due diligence review.

Informatica — Management Projections Provided to Qatalyst ($MM)(1)

 
  CY 2015E   CY 2016E   CY 2017E   CY 2018E   CY 2019E   CY 2020E  

Revenue

  $ 1,137   $ 1,333   $ 1,525   $ 1,762   $ 2,036   $ 2,353  

Non-GAAP Operating Income

  $ 250   $ 305   $ 366   $ 444   $ 529   $ 635  

Cash Taxes

  $ (77 ) $ (101 ) $ (122 ) $ (148 ) $ (176 ) $ (211 )

Net Operating Profit After Taxes ("NOPAT")

  $ 174   $ 204   $ 244   $ 296   $ 353   $ 424  

Capital Expenditures

  $ (22 ) $ (25 ) $ (30 ) $ (35 ) $ (39 ) $ (42 )

Depreciation

  $ 22   $ 25   $ 30   $ 35   $ 39   $ 42  

Change in Working Capital

  $ 34   $ 40   $ 46   $ 53   $ 61   $ 71  

Unlevered Free Cash Flow

  $ 208   $ 244   $ 290   $ 349   $ 414   $ 494  

(1)
Reflects adjustments made by Informatica's management to the 2015 portion of the Management Plan, as of March 24, 2015, to reflect the projected foreign exchange impact through December 31, 2015 (the "Foreign Exchange Adjustments").

        For future periods, Informatica is unable to provide a reconciliation of GAAP to non-GAAP operating income, NOPAT, or unlevered free cash flow, as a result of the difficulty in predicting the amortization of acquired technology and intangible assets expense, building operating expense, stock-based compensation expense and other charges and expenses that are expected to be incurred in the future.

        As noted above, the plans and projections reflect numerous estimates and assumptions made with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to our business, all of which are difficult to predict and many of which are beyond our control.

Management Projections in the Activism Advisor's Analysis

        Management prepared the following financial projections for 2015-2029 for the Board of Directors and the Activism Advisor. The financial projections furnished to the Activism Advisor for fiscal years 2021 through 2029 were extrapolated forecasts prepared by management at the request of the Activism Advisor based on

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2015-2020 projections, and such extrapolated forecasts were not requested by Qatalyst Partners. The Activism Advisor requested the extrapolated forecasts in order to cover the time period it would take for the Company to achieve a normalized steady state growth rate. Management's extrapolated forecasts also reflected the Company's anticipated margin expansion because of slower revenue growth over the extrapolation period.

Informatica — Management Projections Provided to the Activism Advisor ($MM)

 
  CY
2015E
  CY
2016E
  CY
2017E
  CY
2018E
  CY
2019E
  CY
2020E
  CY
2021E
  CY
2022E
  CY
2023E
  CY
2024E
  CY
2025E
  CY
2026E
  CY
2027E
  CY
2028E
  CY
2029E
  Terminal
Year
 

Revenue

  $ 1,175   $ 1,333   $ 1,525   $ 1,762   $ 2,036   $ 2,353   $ 2,686   $ 3,029   $ 3,374   $ 3,712   $ 4,027   $ 4,309   $ 4,546   $ 4,728   $ 4,864   $ 4,967  

Earnings Before Interest and Taxes (EBIT)

  $ 256   $ 305   $ 366   $ 444   $ 539   $ 642   $ 741   $ 845   $ 951   $ 1,058   $ 1,160   $ 1,254   $ 1,337   $ 1,404   $ 1,454   $ 1,490  

Taxes

  $ (78 ) $ (101 ) $ (121 ) $ (147 ) $ (178 ) $ (212 ) $ (245 ) $ (279 ) $ (314 ) $ (349 ) $ (383 ) $ (414 ) $ (441 ) $ (463 ) $ (480 ) $ (492 )

Earnings Before Interest After Taxes (EBIAT)

  $ 178   $ 204   $ 245   $ 298   $ 361   $ 430   $ 497   $ 566   $ 637   $ 709   $ 777   $ 840   $ 895   $ 941   $ 974   $ 998  

Capital Expenditures

  $ (22 ) $ (24 ) $ (26 ) $ (29 ) $ (32 ) $ (35 ) $ (40 ) $ (45 ) $ (50 ) $ (55 ) $ (60 ) $ (64 ) $ (68 ) $ (70 ) $ (72 ) $ (74 )

Stock Based Compensation

  $ (73 ) $ (102 ) $ (111 ) $ (119 ) $ (127 ) $ (137 ) $ (156 ) $ (176 ) $ (196 ) $ (216 ) $ (234 ) $ (250 ) $ (264 ) $ (275 ) $ (282 ) $ (289 )

Depreciation & Amortization

  $ 22   $ 24   $ 26   $ 29   $ 32   $ 35   $ 40   $ 45   $ 50   $ 55   $ 60   $ 64   $ 68   $ 70   $ 72   $ 74  

Change in Net Working Capital

  $ 35   $ 40   $ 46   $ 53   $ 61   $ 71   $ 74   $ 76   $ 77   $ 75   $ 70   $ 63   $ 53   $ 41   $ 26   $ 27  

Free Cash Flow

  $ 162   $ 176   $ 216   $ 271   $ 337   $ 409   $ 466   $ 525   $ 583   $ 639   $ 691   $ 735   $ 771   $ 797   $ 812   $ 832  

        As noted above, the plans and projections reflect numerous estimates and assumptions made with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to our business, all of which are difficult to predict and many of which are beyond our control.

Interests of Informatica's Directors and Executive Officers in the Merger

        When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders. The consummation of the Merger will constitute a "change in control," a "change of control" and/or any term of similar meaning.

        As of the date of this proxy statement, none of our executive officers has entered into any agreement with Newco or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to or following the closing of the Merger (but not prior to Informatica, Permira and CPPIB arriving at the $48.75 Merger Consideration), certain of our executive officers may have discussions, or may enter into agreements with, Newco or Merger Sub or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

        The Surviving Corporation and Newco will, for a period of six years from the Effective Time, indemnify, defend and hold harmless, and advance expenses to current or former directors and officers of Informatica and its subsidiaries with respect to all acts or omissions by them in their capacities as such or any transactions contemplated by the Merger Agreement, to the fullest extent that Informatica would be permitted by applicable law. Newco will cause, for a period of six years from the Effective Time, the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director and officer liability that are at least as favorable to the current or former directors and officers of Informatica and its subsidiaries as those set forth in Informatica's and its subsidiaries' organizational documents as of the date of the Merger Agreement. The

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Surviving Corporation and its subsidiaries will not, for a period of six years from the Effective Time, amend, repeal or otherwise modify these provisions in the organizational documents in any manner that would adversely affect the rights of the current or former directors and officers of Informatica and its subsidiaries except as required by applicable law.

        The Merger Agreement also provides that prior to the Effective Time, Informatica may purchase a six year prepaid "tail" policy of officers and directors liability insurance. If Informatica does not purchase a "tail" policy prior to the Effective Time, for at least six years after the Effective Time, Newco will cause the Surviving Corporation and its other subsidiaries to maintain in full force and effect, on terms and conditions no less advantageous to the current or former directors and officers of Informatica and its subsidiaries, the existing directors' and officers' liability insurance and fiduciary insurance maintained by Informatica as of the date of the Merger Agreement. The "tail" policy will cover claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated in the Merger Agreement. The obligation of Newco or the Surviving Corporation, as applicable, is subject to an annual premium cap of 300% of the aggregate annual premiums currently paid by Informatica for such coverage for its last full fiscal year. For more information, see the section of this proxy statement captioned "The Merger Agreement — Indemnification and Insurance."

        As of April 24, 2015, there were outstanding stock options to purchase 6,470,506 shares of Informatica common stock with an exercise price less than $48.75 per share, of which options to purchase 3,147,789 shares were held by our directors and executive officers. As of the Effective Time, each option to purchase shares of Informatica common stock granted under the 2009 Plan, the 1999 Plan, or the 2003 Plan that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of outstanding shares of common stock subject to such option as of the Effective Time, and (2) the amount, if any, by which $48.75 exceeds the exercise price per share underlying such stock option. Apart from the above, each option with an exercise price per share equal to or greater than $48.75 will be cancelled without consideration.

        As of April 24, 2015, there were outstanding restricted stock units covering 3,648,643 shares of Informatica common stock, of which restricted stock units covering 848,222 shares were held by our directors and executive officers. As of the Effective Time, each Cashout RSU will be cancelled and converted into the right to receive an amount in cash (without interest and subject to any applicable withholding or other taxes, or other amounts as required by law) equal to the product of (1) the total number of shares of Informatica common stock subject to such Cashout RSU as of the Effective Time; and (2) $48.75. As of the Effective Time, each award of Rollover RSUs will be assumed so that the award of Rollover RSUs is cancelled and converted into a right to receive a cash payment equal to $48.75 multiplied by the number of shares of Informatica common stock subject to the award of Rollover RSUs that vest (if any) subject to continued employment through each applicable vesting date, except that the applicable vesting dates will be accelerated by 12 months. For outstanding awards of Performance Stock Units, the number of shares of Informatica common stock subject to such awards represent: (1) for an outstanding award of Performance Stock Units for which the applicable performance period has ended on or prior to the Effective Time, the number of shares that have been earned based on actual performance during the completed performance period and (2) for an outstanding award of Performance Stock Units for which the applicable performance period has not ended on or prior to the Effective Time, the target number of shares, provided that if the applicable plan or agreements governing the terms of the award of Performance Stock Units provide for a greater number of shares to be able to vest on or prior to the Effective Time, then the terms of the applicable plan or agreement will control.

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        We are a party to certain Performance Stock Unit award agreements under our 2009 Plan with each of our executive officers, that govern awards of Performance Stock Units, the vesting of which is based in part on the achievement of a performance goal relating to our Total Shareholder Return (as defined in the 2009 Plan) as measured over a three-year performance period from 2015 through 2017. Under each of these award agreements, if a Change of Control occurs (as defined in the 2009 Plan) while the applicable executive is a Service Provider (as defined in the 2009 Plan) and before the last day of the applicable performance period, then the number of shares subject to the award of Performance Stock Units (and which are eligible for service-based vesting) will be equal to 100% of the target number of Performance Stock Units which may be adjusted by a multiplier (up to 150%) based on the Company's Total Shareholder Return performance as compared to the S&P 400 Software & Services Select Index, with the end date for the Total Shareholder Return calculations being the date of the Change of Control and the final average price calculated based on the final five days of the period. Accordingly, upon the Merger, it is possible that a maximum of 150% of the target number of Performance Stock Units (but not less than 100% of the target number of Performance Stock Units pursuant to the terms of the Merger Agreement as described above) may become eligible to vest based on the actual performance of the Company's Total Shareholder Return as compared to the S&P 400 Software & Services Select Index as measured through the date of the Change of Control (the "TSR PRSUs"). Any shares that are eligible for service-based vesting will be (1) scheduled to vest on the last day of the performance period, subject to the applicable executive remaining a Service Provider through that date, and (2) subject to potential accelerated vesting in accordance with the terms of any employment or change of control agreement between us and the applicable executive that was entered into before the award of Performance Stock units was granted.

        We also are a party to certain Performance Stock Unit award agreements under the 2009 Plan with each of our executive officers that govern awards of Performance Stock Units, the vesting of which is based on the achievement of certain performance goals relating to the Company's revenue or earnings per share measured over the Company's fiscal year 2015 performance period. Under each of these award agreements, if a Change of Control (as defined in the 2009 Plan) occurs while the applicable executive is a Service Provider (as defined in the 2009 Plan) and before December 31, 2015, the applicable performance goal will be prorated for time elapsed during the fiscal year, performance will be measured as of the day immediately prior to the Change of Control, and the service-based vesting requirements will continue to apply. Based on the extent to which performance is achieved, 0% to 125% of the target number of Performance Stock Units may become eligible to vest. Accordingly, upon the Merger, it is possible that a maximum of 125% of the target number of Performance Stock Units (but not less than 100% of the target number of Performance Stock Units pursuant to the terms of the Merger Agreement described above) may become eligible to vest (the "Revenue or EPS PRSUs"). Any shares subject to the award of Performance Stock Units that are eligible for service-based vesting will be subject to potential accelerated vesting in accordance with the terms of any employment or change of control agreement between us and the applicable executive that was entered into before the award of Performance Stock Units was granted.

        We are a party to certain option agreements and/or restricted stock unit award agreements under the 2009 Plan with each of our non-employee directors. Each of these award agreements provides that upon a Change of Control (as defined in the 2009 Plan), 100% of the unvested shares subject to the award will become vested immediately, provided the director remains a member of the Board of Directors through the date of the Change of Control.

        We are a party to certain restricted stock unit deferral election agreements with certain of our non-employee directors, including Charles Robel, Gerald Held and Mark Garrett. Each of the deferral election

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agreements generally permits the applicable director to defer the settlement of a corresponding award of restricted stock units that becomes vested until either (1) the applicable director's termination of service from the Board of Directors and from Informatica or (2) a specified fixed date. Notwithstanding any deferral election, the payment of any shares in settlement of the vested award will be accelerated upon a change in control (as such concept is defined in the 2009 Plan). Therefore, in connection with the Merger, any vested shares that have been deferred pursuant to these deferral election agreements will become payable.

        We maintain the 2009 Plan under which certain options and restricted stock units have been granted to our executive officers and non-employee directors. The 2009 Plan provides that in the event of a Change of Control (as defined in the 2009 Plan) in which the successor corporation does not assume or substitute for an option or an award of restricted stock units granted under the 2009 Plan, the participant will fully vest in and have the right to exercise all of his or her outstanding options granted under the 2009 Plan (including shares as to which such options would not otherwise be vested or exercisable), all restrictions on awards of restricted stock units granted under the 2009 Plan will lapse, and, with respect to awards of Performance Stock Units granted under the 2009 Plan, all performance goals or other vesting criteria will be deemed achieved at 100% on-target levels and all other terms and conditions met. In addition, the 2009 Plan's administrator will notify the participant in writing or electronically that the option will be exercisable for a period of time determined by the 2009 Plan's administrator in its sole discretion, and the option will terminate upon the expiration of such period. Each such award of restricted stock units will terminate at the time determined by the 2009 Plan's administrator in its sole discretion (but only after (1) the vesting and the lifting of all restrictions as described in this paragraph, and (2) full payment for the award). In addition, the 2009 Plan provides that any awards of Performance Stock Units will not be considered assumed if Informatica or its successor modifies any of the performance goals without the award recipient's consent (other than to reflect the successor corporation's post-transaction corporate structure).

        We are a party to an employment agreement with Sohaib Abbasi pursuant to which Mr. Abbasi may become eligible to receive certain severance benefits upon specified qualifying terminations of employment. If we terminate Mr. Abbasi's employment without Cause or Mr. Abbasi resigns for Good Reason (as such terms are defined in his employment agreement), he will receive (1) continued payment of his base salary as in effect on the date of termination for 12 months; (2) a lump-sum payment equal to 100% of his target bonus for the fiscal year in which the termination occurs; (3) reimbursement by Informatica for benefits premiums for up to 12 months; and (4) 12 months of accelerated vesting for his unvested equity awards. However, if such termination occurs within the time period beginning three months prior to a Change of Control (as defined in the employment agreement) and ending 12 months following a Change of Control, Mr. Abbasi instead will receive (1) continued payment of his base salary as in effect on the date of termination for 18 months; (2) a lump-sum payment equal to 150% of his target bonus for the fiscal year in which the termination occurs; (3) reimbursement by Informatica for benefits premiums for up to 12 months; and (4) immediate vesting with respect to all unvested equity awards.

        The receipt of any severance benefits under the employment agreement is subject to Mr. Abbasi (1) entering into and not subsequently revoking a separation agreement and release of claims in a form reasonably acceptable to us (and under which Mr. Abbasi will be subject to non-disparagement obligations during the period that his salary severance payments continue), (2) complying with a restricted activity covenant during the period that his salary severance payments continue, and (3) complying with non-solicitation obligations during the period that his salary severance payments continue.

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        For purposes of Mr. Abbasi's employment agreement, "Cause" generally means (1) his act of dishonesty or fraud in connection with the performance of his responsibilities to Informatica with the intention that such act result in his substantial personal enrichment, (2) his conviction of, or plea of nolo contendere to, a felony, (3) his willful failure to follow lawful, reasonable instructions of the Board of Directors, (4) his willful misconduct that is injurious to Informatica, or (5) his violation or breach of any fiduciary or contractual duty to Informatica which results in material damage to Informatica or its business; provided that if any of the foregoing events is capable of being cured, he will have 30 days to cure such event.

        For purposes of Mr. Abbasi's employment agreement, "Good Reason" generally means the occurrence of any of the following without his express prior written consent: (1) a material reduction in his position or duties (other than a reduction caused by him ceasing to be Chairman or a member of the Board of Directors due to applicable legal or listing requirements or stockholders failing to reelect him to the Board of Directors), (2) a reduction (or series of reductions) of his annual base salary or target bonus that singly or in the aggregate constitute a material reduction, other than a one-time reduction of up to 10% that also is applied to substantially all of Informatica's other senior executives, (3) a material reduction in the aggregate level of benefits made available to him other than a reduction that also is applied to substantially all of Informatica's other senior executives, (4) relocation of his primary place of business for the performance of his duties by more than 30 miles, or (5) any material breach or material violation of a material provision of the employment agreement by Informatica (or any successor to Informatica). In order for a resignation to qualify as for "Good Reason," Mr. Abbasi must provide Informatica with written notice within 90 days of the event that he believes constitutes "Good Reason" and Informatica must have failed to cure such Good Reason condition within 30 days following the date of such notice.

        We are a party to an executive severance agreement with each of our executive officers other than Mr. Abbasi, pursuant to which the executive may become eligible to receive certain severance benefits upon specified qualifying terminations of employment. Under the executive severance agreements, if we terminate the applicable executive's employment without Cause or the executive resigns for Good Reason, and such termination occurs within the time period beginning on the date three months preceding a Change of Control (as defined in the executive severance agreement and which the Merger constitutes) and ending on the date 12 months following a Change of Control, he or she will receive, subject to the terms and conditions of such agreement, (1) continued payment of his or her annual base salary as in effect immediately prior to the Change of Control for a period of 12 months, (2) a lump-sum payment equal to 100% of his or her on-target bonus, commissions or variable earnings as in effect on the day immediately prior to the Change of Control, assuming performance at 100% of target for bonus determination, (3) reimbursement by Informatica for benefits premiums for up to 12 months, and (4) immediate vesting with respect to all unvested equity awards (with any awards subject to performance-based vesting requirements vesting at the target level). Under Mr. Berry's executive severance agreement, if such termination (a) occurs on or after November 1, 2014, and before November 1, 2015, but (b) does not occur within the time period beginning on the date three months preceding a Change of Control and ending on the date 12 months following a Change of Control, then Mr. Berry instead will receive (1) a lump-sum payment equal to six months of his base salary, (2) a lump-sum payment equal to 50% of his on-target bonus, commissions or variable earnings, assuming performance at 100% of target for bonus determination, and (2) reimbursement by Informatica for benefits premiums for up to six months.

        The receipt of any severance benefits under each of the executive severance agreements is subject to the applicable executive (1) entering into and not revoking a separation agreement and release of claims (or in Mr. Race's case, a statutory settlement and compromise agreement and release of claims) in a form reasonably acceptable to us, (2) complying with a restricted activity covenant during the 12-month period that his or her salary severance payments continue, and (3) complying with non-solicitation obligations during the 12-month period that his or her salary severance payments continue. In addition, in the event of a termination of an

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executive's employment that would otherwise entitle him or her to receive severance benefits under his or her executive severance agreement, the executive is subject to non-disparagement obligations following the date of his or her termination.

        For purposes of these executive severance agreements (except for Mr. Race's executive severance agreement), "Cause" generally means: (1) the executive's act of dishonesty or fraud in connection with the performance of his or her responsibilities to us with the intention that such act result in the executive's substantial personal enrichment, (2) the executive's conviction of, or plea of nolo contendere to, a felony, (3) the executive's willful failure (for a reason other than death or disability) to perform his or her reasonable duties or responsibilities, or (4) the executive's material violation or breach of his or her employee proprietary information and inventions agreement; provided that if any of these events is capable of being cured, the executive will have 30 days to cure such event.

        For purposes of these executive severance agreements (except for Mr. Race's executive severance agreement), "Good Reason" generally means the occurrence of any of the following without the executive's express written consent: (1) a material reduction in the executive's position or duties other than a reduction where the executive assumes similarly functional duties on a divisional basis following a Change of Control (as defined in the executive severance agreement and which the Merger constitutes) due to the Company becoming part of a larger entity, (2) a material reduction in the executive's annual base salary other than a one-time reduction of not more than 10% that also is applied to substantially all of our other executive officers, (3) a material reduction in the aggregate level of benefits made available to the executive other than a reduction that also is applied to substantially all of our other executive officers, or (4) relocation of the executive's primary place of business for the performance of his or her duties to us by more than 35 miles. In order for a resignation to qualify as "Good Reason," the executive must provide the Company with written notice within 60 days of the event that he or she believes constitutes "Good Reason" and Informatica must have failed to cure such Good Reason condition within 30 days following the date of such notice.

        For purposes of Mr. Race's executive severance agreement, "Cause" generally means: (1) Mr. Race's act of dishonesty or fraud in connection with the performance of his responsibilities to us with the intention that such act result in his substantial personal enrichment, (2) his conviction of; or plea of no contest to, a criminal offense (other than an offense under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed), (3) his willful failure (for a reason other than death or disability) to perform his reasonable duties or responsibilities, or (4) his material violation or breach of his employee proprietary information and inventions agreement; provided that if any of these events is capable of being cured, Mr. Race will have 30 days to cure such event.

        For purposes of Mr. Race's executive severance agreement, "Good Reason" generally means the occurrence of any of the following without Mr. Race's express written consent: (1) a material reduction in his position or duties other than a reduction where he assumes similarly functional duties on a divisional basis following a Change of Control (as defined in the executive severance agreement and which the Merger constitutes) due to the Company becoming part of a larger entity, (2) a material reduction in his annual base salary other than a one-time reduction of not more than 10% that also is applied to substantially all of the other executive officers of Informatica and any other subsidiaries or holding companies within the meaning of applicable law specified in the executive severance agreement (the "Informatica Group Companies"), (3) a material reduction in the aggregate level of benefits made available to him other than a reduction that also is applied to substantially all of the Informatica Group Companies' other executive officers, or (4) relocation of his primary place of business for the performance of his duties to us by more than 35 miles. In order for a resignation to qualify as "Good Reason," Mr. Race must provide the Company with written notice within 60 days of the event that he believes constitutes "Good Reason" and Informatica must have failed to cure such Good Reason condition within 30 days following the date of such notice.

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        In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers in connection with the Merger. Please also see the sections of this proxy statement captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Treatment of Equity Based Awards" and "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Payments Upon Termination in Connection with a Change in Control" above for further information regarding this compensation.

        The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger is consummated on July 31, 2015, and that the employment of each of the named executive officers is terminated other than for cause or the named executive officer resigns for good reason (as each term is defined in the applicable agreement), in each case on that date. Informatica's named executive officers will not receive pension, non-qualified deferred compensation, tax reimbursement or other benefits in connection with the Merger.

        Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger ("single trigger") and others would be payable upon a qualifying termination of employment in connection with the Merger ("double trigger"). In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.


Golden Parachute Compensation

Name   Cash
($) (1)
  Equity
($) (2)(3)(4)
  Perquisites/
Benefits
($) (5)
  Total ($)  

Sohaib Abbasi

    2,257,500     22,225,123     37,974     24,520,597  

Mike Berry

    798,000     6,760,282     25,316     7,583,598  

Earl Fry

    836,000     8,982,936     25,316     9,844,252  

Marge Breya

    798,000     6,699,527     25,316     7,522,843  

Charles Race

    798,000     8,664,614     6,618     9,469,232  

Ivan Chong

    731,500     5,298,644     25,316     6,055,460  

(1)
This amount represents the "double-trigger" cash severance payments to which each named executive officer may become entitled under his employment agreement (with respect to Mr. Abbasi) or his or her executive severance agreement (with respect to the other named executive officers), as applicable. The amounts become payable in the event that, within the 3-month period prior to or the 12-month period following the Effective Time, either we terminate the employment of the applicable named executive officer without Cause or he or she resigns from his or her employment for Good Reason (as such terms are defined in the applicable agreement), as described in further detail in the section of this proxy statement captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Payments Upon Termination in Connection with a Change in Control." The amount represents continued payment of the current base salary for 18 months and lump-sum payment of 150% of target bonus for Mr. Abbasi, and continued payment of the current base salary for 12 months and lump-sum payment of 100% of on-target bonus, commissions or variable earnings for the other named executive officers, as follows: $1,050,000 salary severance and $1,207,500 bonus severance for Mr. Abbasi, $420,000 salary severance and $378,000 bonus severance for Mr. Berry, $440,000 salary severance and $396,000 bonus severance for Mr. Fry, $420,000 salary severance and $378,000 bonus severance for Ms. Breya, $420,000 salary severance and

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(2)
The value represents the product of (1) $48.75, multiplied by (2) the number of shares of Informatica common stock subject to each named executive officer's outstanding in-the-money options and restricted stock units, including Performance Stock Units assuming maximum achievement of those performance goals that will be adjusted and measured based on actual performance upon the closing of the Merger in accordance with the terms of the applicable Performance Stock Unit agreement and achievement at target levels with respect to all other performance goals, as described in further detail in the section of this proxy statement captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Treatment of Equity Based Awards" (and, in the case of options, reduced by the option's aggregate exercise price). The exact number of Performance Stock Units above the target number of Performance Stock Units that may become eligible to vest based on actual performance (if any) will not be known until the Merger is completed.

(3)
This amount includes the "double-trigger" equity acceleration to which each named executive officer may become entitled under his employment agreement or his or her executive severance agreement, as applicable, assuming a qualifying termination occurs on July 31, 2015. The double-trigger equity acceleration will occur under the same terms and conditions of the cash severance payments described in footnote 1 above. The values of the double-trigger equity acceleration with respect to each named executive officer's equity awards are quantified in the table below. These values exclude the value of the "single-trigger" vesting of options and restricted stock units, which are quantified below in footnote 4. See footnote 2 above for additional assumptions that also apply to the following table.

Name   Value of
Restricted Stock
Units ($) (i)
  Value of
Performance
Stock Units ($) (ii)
  Total ($)  

Sohaib Abbasi

    2,776,654     5,466,094     8,242,748  

Mike Berry

    1,462,500     1,485,413     2,947,913  

Earl Fry

    1,394,689     371,426     1,766,115  

Marge Breya

    1,385,670     557,066     1,942,736  

Charles Race

    2,361,304     928,493     3,289,797  

Ivan Chong

    970,856     371,426     1,342,282  

(i)
This value relates to restricted stock units that either have not been granted subject to, or currently (and thus also as of the assumed closing date of July 31, 2015) no longer are subject to, performance-based vesting conditions.

(ii)
This value relates to the Performance Stock Units granted to our named executive officers in 2015. These awards are the only restricted stock units that are subject to performance-based vesting conditions as of the assumed closing date of July 31, 2015.
(4)
This amount includes the "single-trigger" arrangement and represents the outstanding in-the-money options and Cashout RSUs (including any Performance Stock Units that are Cashout RSUs) that will be cancelled in connection with the Merger for certain cash payments, as described in further detail in the section of this proxy statement captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Treatment of Equity Based Awards." The following table provides the value of the cash payments with respect to the various equity awards included in the aggregate amount reported in the

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Name   Value of
Unvested In-the-
Money Options
($)
  Value of
Vested
In-the-Money
Options ($)
  Value of
Restricted Stock
Units ($) (i)
  Value of
Performance
Stock Units ($) (ii)
  Total ($)  

Sohaib Abbasi

    1,621,865     9,533,985     2,125,744     700,781     13,982,375  

Mike Berry

    2,159,500         1,462,500     190,369     3,812,369  

Earl Fry

    1,204,228     5,103,698     861,364     47,531     7,216,821  

Marge Breya

    1,511,540     1,787,723     1,386,109     71,419     4,756,791  

Charles Race

    2,189,272     1,259,773     1,806,822     118,950     5,374,817  

Ivan Chong

    716,236     2,653,420     539,175     47,531     3,956,362  

(i)
This value relates to restricted stock units that either have not been granted subject to, or currently (and thus also as of the assumed closing date of July 31, 2015) no longer are subject to, performance-based vesting conditions.

(ii)
This value relates to the Performance Stock Units granted to our named executive officers in 2015. These awards are the only restricted stock units that are subject to performance-based vesting conditions as of the assumed closing date of July 31, 2015.
(5)
This amount equals the estimated value of the "double-trigger" continued health care severance benefits to which each named executive officer may become entitled under his or her employment agreement or executive severance agreement, as applicable. These benefits will become due under the same terms and conditions of the cash severance payments described in footnote 1 above.

        The following table sets forth the value of (1) the in-the-money options and restricted stock units (including Performance Stock Units) that are currently held by each of Informatica's executive officers and non-employee directors, and (2) the shares that will be paid pursuant to the restricted stock unit deferral election agreements in connection with the Merger, in each case assuming that the Effective Time occurs on July 31, 2015. The value of

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each share is assumed to be $48.75. No new shares of common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger.

Name   In-the-Money
Options
($) (1)
  Restricted
Stock Units
($) (2)
  Other Shares
($) (3)
  Total ($)  

Sohaib Abbasi

    11,155,850     11,069,273         22,225,123  

Mike Berry

    2,159,500     4,600,782         6,760,282  

Earl Fry

    6,307,926     2,675,010         8,982,936  

Marge Breya

    3,299,263     3,400,264         6,699,527  

Charles Race

    3,449,045     5,215,569         8,664,614  

Ivan Chong

    3,369,656     1,928,988         5,298,644  

Anil Chakravarthy

    2,630,775     5,674,647         8,305,422  

Jo Stoner

    1,547,978     1,708,248         3,256,226  

Mark A. Bertelsen

    216,200     293,816         510,016  

Amy Chang

    418,850     375,034         793,884  

Mark Garrett

    545,150     293,816     438,750     1,277,716  

Gerald Held

    545,150     293,816     438,750     1,277,716  

Hilarie Koplow-McAdams

    112,664     137,768         250,432  

Charles Robel

    545,150     293,816     292,500     1,131,466  

A. Brooke Seawell

    545,150     293,816         838,966  

Geoffrey W. Squire

    545,150     293,816         838,966  

(1)
The value of the in-the-money options is determined as the product of (1) the difference between $48.75 over the option's per share exercise price, multiplied by (2) the number of shares of Informatica common stock subject to the option.

(2)
The value of the restricted stock units is determined as the product of (1) $48.75, multiplied by (2) the number of shares of Informatica common stock subject to the award. This amount includes shares subject to awards of Performance Stock Units. The value of any Performance Stock Units assumes maximum achievement of those performance goals that will be adjusted and measured based on actual performance upon the closing of the Merger in accordance with the terms of the applicable Performance Stock Unit agreement and achievement at target levels with respect to all other performance goals, as described in further detail in the section of this proxy statement captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger — Treatment of Equity Based Awards." The exact number of Performance Stock Units above the target number of Performance Stock Units that may become eligible to vest based on actual performance (if any) will not be known until the Merger is completed. The value of the maximum number of Performance Stock Units that may become eligible to vest that are held by Mr. Chakravarthy is $1,047,443; by Ms. Stoner is $418,957; and by each of the named executive officers is as set forth in footnotes 3 and 4 to the table titled "Golden Parachute Compensation" above.

(3)
This amount includes the shares that will be paid in settlement of vested awards of restricted stock units that were deferred pursuant to the restricted stock unit deferral election agreements with Charles Robel, Gerald Held and Mark Garrett. None of the executive officers is eligible to purchase shares in the current purchase period under the ESPP.

Financing of the Merger

        We anticipate that the total amount of funds necessary to complete the Merger and the related transactions will be approximately $5.3 billion, which will be funded via equity financing and debt financing described below, as well as cash on hand of the Company. This amount includes the funds needed to (1) pay stockholders the amounts due under the Merger Agreement; (2) make payments in respect of our outstanding equity-based awards pursuant to the Merger Agreement; and (3) repay our existing third party indebtedness.

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        Although the obligation of Newco and Merger Sub to consummate the Merger is not subject to any financing condition, the Merger Agreement provides that, without Newco's agreement, the closing of the Merger will not occur earlier than the second business day after the expiration of the marketing period, which is the first period of 15 consecutive business days throughout which Newco has received certain financial information from Informatica necessary to syndicate any debt financing. For more information, see the section captioned "The Merger Agreement — Marketing Period."

        In connection with the financing of the Merger, Newco has entered into equity commitment letters, each dated as of April 6, 2015, with the Permira Funds and CPPIB, for an aggregate equity commitment of approximately $2.542 billion, which we collectively refer to as the "equity financing". The equity commitment letters provide, among other things, that Informatica is an express third party beneficiary thereof in connection with Informatica's exercise of its rights related to specific performance under the Merger Agreement. The equity commitment letters may not be waived, amended, supplemented or modified except by an instrument in writing signed by Newco, Informatica and the investor that is party to the applicable equity commitment letter.

        Newco has received a debt commitment letter from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Cayman Islands Branch, Mihi LLC Macquafie Capital (USA) Inc., Morgan Stanley Senior Funding, Inc., Nomura Securities International, Inc., Royal Bank of Canada, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. and certain of their affiliates pursuant to which they have committed to provide Newco with $2.025 billion in senior secured facilities and $750 million in a senior unsecured credit facility, approximately $2.655 billion of which will be available to fund a portion of the payments contemplated by the Merger Agreement, which we collectively refer to as the "debt financing." Subject to the satisfaction of certain customary conditions, the $1.875 billion term loan facility and $750 million unsecured bridge facility (or unsecured notes in lieu of all or a portion thereof) will be fully drawn, and approximately $30 million of the $150 million revolving facility may be drawn, at closing of the Merger and used by Newco to pay a portion of the aggregate Merger consideration and related fees and expenses.

        Informatica has agreed to use its reasonable best efforts to provide Newco and Merger Sub, with all cooperation reasonably requested by Newco or Merger Sub to assist them in arranging the debt financing, including participating in meetings, assisting with presentations, furnishing Newco and Merger Sub with the necessary financial information regarding Informatica and taking all corporate and other actions reasonably requested by Newco to consummate the debt financing, subject to certain limitations. Upon request, Newco will reimburse Informatica for any documented and reasonable out-of-pocket costs and expenses incurred in connection with Informatica's cooperation with obtaining the debt financing (provided that Informatica will consult with Newco prior to incurring any cost in excess of $50,000).

Fee Funding Agreement

        Pursuant to the Fee Funding Agreement with the Permira Funds and CPPIB, the Permira Funds and CPPIB (each a "Funding Party") have agreed to guarantee on a several basis to Newco the payment of certain liabilities and obligations of Newco or Merger Sub under the Merger Agreement, including (1) the termination fee of $320 million if and when such fee is payable to Informatica pursuant to the terms of the Merger Agreement and (2) the reimbursement or indemnification obligations of Newco and Merger Sub in connection with any costs and expenses, subject to certain limitations, incurred by Informatica in connection with its cooperation with the arrangement of the debt financing. We refer to the obligations set forth in clauses (1) and (2) of the preceding sentence as the "Funding Obligations."

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        Subject to specified exceptions, the Fee Funding Agreement will terminate upon the earliest of:

Closing and Effective Time

        The closing of the Merger will take place no later than the second business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the Merger (as described under the caption "The Merger Agreement — Conditions to the Closing of the Merger"), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions. However, if the marketing period (as described under the caption "The Merger Agreement — Marketing Period") has not ended at the time of the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions), then the closing will occur on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (1) a date before or during the marketing period as may be specified by Newco on no less than two business days' prior written notice to Informatica; and (2) the second business day immediately following the final day of the marketing period.

Appraisal Rights

        If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL ("Section 262").

        The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder's name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

        Under Section 262, holders of shares of common stock who (i) do not vote in favor of the adoption of the Merger Agreement; (ii) continuously are the record holders of such shares through the Effective Time; and (iii) otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. Unless the

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Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period.

        Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Informatica's notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any holder of shares of common stock who wishes to exercise appraisal rights or who wishes to preserve such holder's right to do so should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Informatica believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

        Stockholders wishing to exercise the right to seek an appraisal of their shares of common stock must do ALL of the following:

        Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote its shares.

        Any holder of shares of common stock wishing to exercise appraisal rights must deliver to Informatica, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to the stockholders, a written demand for the appraisal of the stockholder's shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A holder of shares of common stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder's right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying

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the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A stockholder's failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of Informatica's stockholders will constitute a waiver of appraisal rights.

        Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder's name. A demand for appraisal in respect of shares of common stock should be executed by or on behalf of the holder of record and must reasonably inform Informatica of the identity of the holder and state that the person intends thereby to demand appraisal of the holder's shares in connection with the Merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

        STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

        All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Informatica Corporation
2100 Seaport Blvd.
Redwood City, CA 94063
Attention: Corporate Secretary

        Any holder of shares of common stock may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Informatica a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation.

        No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger.

        If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of shares of common stock who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the adoption of the Merger Agreement that the Merger has become effective and the effective date thereof.

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        Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and holders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of common stock. Accordingly, any holders of shares of common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of common stock within the time and in the manner prescribed in Section 262. The failure of a holder of common stock to file such a petition within the period specified in Section 262 could nullify the stockholder's previous written demand for appraisal.

        Within 120 days after the Effective Time, any holder of shares of common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which Informatica has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

        If a petition for an appraisal is duly filed by a holder of shares of common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded appraisal of their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings.

        After determining the holders of common stock entitled to appraisal, the Delaware Court of Chancery will appraise the "fair value" of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered, and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware

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Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered."

        Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not necessarily address, fair value under Section 262 of the DGCL. Although Informatica believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Informatica nor Newco anticipates offering more than the Merger Consideration to any stockholder exercising appraisal rights, and each of Informatica and Newco reserves the right to assert, in any appraisal proceeding, that for purposes of Section 262, the "fair value" of a share of common stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys' fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

        If any stockholder who demands appraisal of his, her or its shares of common stock under Section 262 fails to perfect, or loses or successfully withdraws, such holder's right to appraisal, the stockholder's shares of common stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration. A stockholder will fail to perfect, or effectively lose or withdraw, the holder's right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder's demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262.

        From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder's shares of common stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder who commenced the proceeding or joined that proceeding as a named party without the approval of the court.

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        Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder's statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

        The Merger will be accounted for as a "purchase transaction" for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

        The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of common stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the "IRS"), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of common stock as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

        This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

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        If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

        No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger described below. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court.

        THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

        For purposes of this discussion, a "U.S. Holder" is a beneficial owner of shares of common stock that is for U.S. federal income tax purposes:

        The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder's gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder's adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder's adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder's holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations.

        For purposes of this discussion, the term "Non-U.S. Holder" means a beneficial owner of shares of common stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

        Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

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        Information reporting and backup withholding (at a rate of 28%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (a) provides a certification of such holder's foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Regulatory Approvals Required for the Merger

        Newco and Informatica have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include (1) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (2) the approval or clearance of the Merger by CFIUS; and (3) the approval or clearance of the Merger by the relevant antitrust authorities in the European Union, Russia, Turkey and Israel.

        Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until Newco and Informatica file a notification and report form with the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "DOJ") under the HSR Act and the applicable waiting period has expired or been terminated. Newco and Informatica made the necessary filings with the FTC and the Antitrust Division of the DOJ on April 24, 2015. On May 6, 2015, an affiliate of Newco and Informatica received early termination of the applicable waiting period under the HSR Act. As a result, the applicable condition to the Merger with respect to the HSR Act has been satisfied. The Merger remains subject to other closing conditions.

        At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems

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necessary under the applicable statutes, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state attorney general could take such action under the antitrust laws as it deems necessary. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

        Newco's affiliates and Informatica conduct business in Member States of the European Union. Council Regulation (EC) No. 139/2004, as amended, and accompanying regulations requires notification of and approval by the European Commission of mergers or acquisitions involving parties with worldwide sales and European Union sales exceeding given thresholds before these mergers and acquisitions can be implemented. Newco and Informatica will file a formal notification of the transaction with the European Commission as promptly as reasonably practicable and advisable.

        Pursuant to Council Regulation (EC) No. 139/2004, the European Commission has 25 business days from the day following the date of receipt of a complete notification, which period may be extended to 35 business days under certain circumstances, in which to consider whether the merger would significantly impede effective competition in the common market (as defined by European Community regulations) or a substantial part of it, in particular as a result of the creation or strengthening of a dominant position. By the end of that period, the European Commission must issue a decision either clearing the merger, which may be conditional upon satisfaction of the parties' undertakings, or opening an in-depth "Phase II" investigation. A Phase II investigation may last a maximum of an additional 125 business days. It is possible that an investigation could result in a challenge to the merger based on European Union competition law or regulations.

        The completion of the merger is also subject to certain filing requirements and/or approvals under the competition laws of Russia, Turkey and Israel. The parties must also observe mandatory waiting periods and/or obtain the necessary approvals, clearances or consents in each of the required foreign jurisdictions before completing the merger. The parties will file merger notifications with the appropriate regulators in each of the required foreign jurisdictions as promptly as practicable and work cooperatively toward expedited regulatory clearances.

        The Merger is also conditioned on the approval or clearance of the Merger by CFIUS. Section 721 of the Defense Production Act, as amended, as well as related Executive Orders and regulations, authorize the President or CFIUS to review transactions which could result in control of a U.S. business by a foreign person. Under the Defense Production Act and Executive Order 13456, the Secretary of the Treasury acts through CFIUS to coordinate the review of certain covered transactions. In general, CFIUS' review of a covered transaction occurs in an initial 30-day review period that may be extended by CFIUS for an additional 45-day investigation period. At the close of its review or investigation, CFIUS may determine that there are no national security concerns with the transaction, may impose mitigation terms to resolve any national security concerns with the covered transaction, or may send a report to the President recommending that the transaction be blocked or unwound, or providing notice to the President that CFIUS cannot agree on a recommendation relative to the covered transaction. For covered transactions that are referred to the President, the President has 15 days under the Defense Production Act to act on the Committee's report.

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        Informatica and Newco pre-filed a joint voluntary notice to CFIUS on April 27 2015.

        One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

        Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

Legal Proceedings Regarding the Merger

        On April 16, 2015, two stockholder class action complaints were filed in the Court of Chancery of the State of Delaware on behalf of a putative class of Informatica stockholders: Luciano Scotto v. Sohaib Abbasi et al., Case No. 10913 (filed April 16, 2015) and Janice Ridgeway v. Informatica Corporation et al., Case No. 10917 (filed April 16, 2015). The two complaints were then consolidated by court order on May 5, 2015 and re-captioned as In re Informatica Corporation Stockholder Litigation, consolidated C.A. No. 10913-VCL. A third complaint, Janet Daniels v. Informatica Corp., et al., Case No. 11016-VCL, was filed in the Court of Chancery of the State of Delaware on May 13, 2015. The complaints generally allege that, in connection with the proposed acquisition of Informatica by Newco, the Informatica directors breached their fiduciary duties owed to Informatica stockholders by agreeing to sell the company for purportedly inadequate consideration, engaging in a flawed sales process, omitting material information necessary for stockholders to make an informed vote, and agreeing to a number of purportedly preclusive deal protection devices. The complaints further allege that Newco, Merger Sub, Permira, CPPIB, and Informatica aided and abetted the Board of Directors in the alleged breaches of fiduciary duties. The complaints seek, among other things, an order enjoining the closing of the proposed transaction or, in the event that the proposed transaction is consummated, an award of rescission/ rescissory damages.

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THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

        The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement. Capitalized terms used in this section but not defined in this proxy statement have the meaning ascribed to them in the Merger Agreement.

        The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Informatica, Newco and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Newco and Merger Sub by Informatica in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk between Informatica, Newco and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Informatica, Newco or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Informatica, Newco and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Informatica, Newco, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Informatica and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

        The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will be merged with and into Informatica, with Informatica becoming a wholly owned subsidiary of Newco; and (2) the separate corporate existence of Merger Sub will thereupon cease. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of Informatica and Merger Sub, and all of the debts, liabilities and duties of Informatica and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

        The parties will take all necessary action to ensure that, effective as of, and immediately following, the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub immediately prior to the Effective Time, to hold office in accordance with the certificate of incorporation and

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bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified. From and after the Effective Time, the officers of Informatica at the Effective Time will be the officers of the Surviving Corporation immediately prior to the Effective Time, until their successors are duly appointed. At the Effective Time, the certificate of incorporation of Informatica as the Surviving Corporation will be amended to read substantially identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended.

Closing and Effective Time

        The closing of the Merger will take place no later than the second business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption "The Merger Agreement — Conditions to the Closing of the Merger") (other than those conditions to be satisfied at the closing of the Merger) or such other time agreed to in writing by Newco, Informatica and Merger Sub, except that if the marketing period (described below under the caption "The Merger Agreement — Marketing Period") has not ended as of the time described above, the closing of the Merger will occur following the satisfaction or waiver of such conditions on the earlier of (1) a business day before or during the marketing period as may be specified by Newco on no less than two business days' notice to Informatica; and (2) the second business day after the expiration of the marketing period. Concurrently with the closing of the Merger, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

Marketing Period

        The marketing period means the first period of 15 consecutive business days after the adoption of the Merger Agreement by the requisite affirmative vote of stockholders and the expiration or termination of the applicable waiting period under the HSR Act throughout which Newco has received certain financial information from Informatica necessary to market the debt offering used to finance the Merger, except that July 3, 2015 will not be deemed a business day for the purpose of the marketing period and if the marketing period has not ended on or prior to August 21, 2015, then such period will be deemed not to have commenced until September 8, 2015. Informatica may commence the marketing period by delivering a notice to Newco stating the date on which the required financial information was delivered to Newco. Unless Newco delivers a notice to Informatica within three business days of the notice delivered by Informatica stating that the required financial information was not received, the marketing period will be deemed to have commenced on the date set forth in the notice provided by Informatica.

        The required financial information referenced above includes: (1) all data and other information of Informatica and its subsidiaries that would be of the type and form customarily included in marketing materials for senior secured indebtedness or private placements of high yield securities pursuant to Rule 144A promulgated under the Securities Act, and of the type, form and substance necessary for an investment bank to receive customary comfort (including "negative assurance" comfort) (including information required by Regulation S-X and Regulation S-K under the Securities Act, which is understood not to include "segment reporting", consolidating and other financial statements and data that would be required by Sections 3-09, 3-10 and 3-16 of Regulation S-X and Item 402 of Regulation S-K, information regarding executive compensation and related party disclosure related to SEC release Nos. 33-8732A, 34-54302A and IC-27444A or other information customarily excluded from a Rule 144A offering memorandum) and (2) customary "comfort letters" from Informatica's auditors (including customary "negative assurances") for a private placement transaction.

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Merger Consideration

        At the Effective Time, each outstanding share of common stock of Informatica (other than (1) shares owned by Newco, Merger Sub or Informatica, or by any direct or indirect wholly owned subsidiary of Newco, Merger Sub or Informatica; (2) the one share for which a person designated by Newco subscribes (the "Carry-Forward Share"); and (3) shares owned by stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Merger Consideration (which is $48.75 per share, without interest and less any applicable withholding taxes). All shares converted into the right to receive the Merger Consideration will automatically be cancelled at the Effective Time.

        The Merger Agreement provides that Informatica's equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

        All outstanding purchase rights under the ESPP will automatically be exercised upon the earlier of (1) immediately prior to the Effective Time and (2) the purchase date of the current purchase period in progress as of the date of the Merger Agreement, and the ESPP will terminate as of the Effective Time. No new purchase periods will begin under the ESPP on or after April 6, 2015, and ESPP participants will not be permitted to increase the rate of payroll contributions to the ESPP after April 6, 2015. All shares of common stock purchased

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under the ESPP that remain outstanding as of immediately prior to the Effective Time will be cancelled at the Effective Time and converted into the right to receive the Merger Consideration.

Exchange and Payment Procedures

        Prior to the closing of the Merger, Newco will designate a bank or trust company, which we refer to as the "payment agent," to make payments of the Merger consideration to stockholders. At or prior to the Effective Time, Newco or the Surviving Corporation will deposit or cause to be deposited with the payment agent cash sufficient to pay the aggregate Merger Consideration to stockholders (excluding (1) shares owned by Newco, Merger Sub or Informatica, or by any direct or indirect wholly owned subsidiary of Newco, Merger Sub or Informatica; (2) the Carry-Forward Share; and (3) shares owned by stockholders who are entitled to and who properly exercised appraisal rights under the DGCL).

        Promptly following the Effective Time, the payment agent will send to each holder of record of shares of common stock a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for their portion of the Merger Consideration. Upon receipt of (1) surrendered certificates (or affidavits of loss in lieu thereof) or book-entry shares representing the shares of common stock; and (2) a signed letter of transmittal and such other documents as may be required pursuant to such instructions, the holder of such shares will be entitled to receive their portion of the Merger Consideration in exchange therefor. The amount of any Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

        If any cash deposited with the payment agent is not claimed within one year following the Effective Time, such cash will be returned to the Surviving Corporation, upon demand, and any holders of common stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation as general creditor for payment of the Merger Consideration.

        The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. In the event any certificates have been lost, stolen or destroyed, then before such stockholder will be entitled to receive the Merger consideration, such stockholder will have to make an affidavit of the loss, theft or destruction, and if required by Newco or the payment agent, deliver a bond in such amount as Newco or the payment agent may direct as indemnity against any claim that may be made against it with respect to such certificate.

Representations and Warranties

        The Merger Agreement contains representations and warranties of Informatica, Newco and Merger Sub.

        Some of the representations and warranties in the Merger Agreement made by Informatica are qualified as to "materiality" or "Company Material Adverse Effect." For purposes of the Merger Agreement, "Company Material Adverse Effect" means, with respect to Informatica, any fact, event, violation, inaccuracy, circumstance, change or effect that, individually or when taken together with all other such facts, events, violations, inaccuracies, circumstances, changes or effects that exist or have occurred prior to or at the date of determination of the occurrence of the Company Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, operations, financial condition or results of operations of Informatica and its subsidiaries taken as a whole; provided, however, that in no event shall any of the following, either alone or in combination, and whether directly or indirectly, be taken into account when determining whether a Company Material Adverse Effect has occurred or may, would or could occur:

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        Notwithstanding the foregoing, any fact, event, violation, inaccuracy, circumstance, change or effect set forth in the first five items described in the above bullet points may be taken into account in determining whether there has been or is a Company Material Adverse Effect to the extent (and only to the extent) such fact, event, violation, inaccuracy, circumstance, change or effect has a disproportionate adverse effect on Informatica and its subsidiaries, taken as a whole, in relation to others in the industries in which Informatica and its subsidiaries operate.

        In the Merger Agreement, Informatica has made customary representations and warranties to Newco and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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        In the Merger Agreement, Newco and Merger Sub have made customary representations and warranties to Informatica that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

        The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

        The Merger Agreement provides that, except as (1) expressly required by the Merger Agreement; (2) as disclosed in the confidential disclosure letter to the Merger Agreement; (3) pursuant to Informatica's ASR Confirmations or (4) approved in advance by Newco in writing (which approval will not be unreasonably withheld, conditioned or delayed), during the period of time between the date of the signing of the Merger Agreement and the Effective Time, Informatica will, and will cause each of its subsidiaries to:

        In addition, Informatica has also agreed that, except as (1) expressly required or permitted by the Merger Agreement; (2) disclosed in the confidential disclosure letter to the Merger Agreement; (3) as required by or pursuant to Informatica's ASR Confirmations or (4) approved in advance by Newco in writing (which approval will

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not be unreasonably withheld, conditioned or delayed) , during the period of time between the date of the signing of the Merger Agreement and the Effective Time, Informatica will not, and will cause each of its subsidiaries not to, among other things:

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Alternative Acquisition Proposals

        From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement and the Effective Time, Informatica has agreed not to, and to cause its subsidiaries and its and their respective representatives not to:

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        Notwithstanding the restriction described above, prior to the adoption of the Merger Agreement by Informatica's stockholders, Informatica may provide information to, and engage or participate in negotiations or discussions with, a person that has made a written acquisition proposal after the date of the Merger Agreement that was not solicited in material violation of the above restrictions if the Board of Directors determines in good faith after consultation with its financial advisor and its outside legal counsel that such proposal is a superior proposal or is reasonably likely to lead to a superior proposal; provided that (1) Informatica already has entered into, or enters into, an acceptable confidentiality agreement with such third party, (2) Informatica notifies Newco of the identity of such person and provides Newco all terms and conditions of such acquisition proposal and a copy thereof, and (3) if Informatica furnishes non-public information to the third party which Newco has not yet received, it will furnish or make available such information to Newco or its representatives contemporaneously.

        For purposes of this proxy statement and the Merger Agreement:

        "Acquisition proposal" means any offer, proposal or indication of interest from any person (other than an offer or proposal by Newco or Merger Sub) relating to any acquisition transaction.

        "Acquisition transaction" means any transaction or series of related transactions (other than the Merger) involving:

        "Superior proposal" means any written competing acquisition transaction made by a third party after April 6, 2015 that (1) was not solicited in material violation of the non-solicitation provisions of the Merger Agreement and (2) the Board of Directors determines in good faith (after consultation with its financial advisor and its outside legal counsel, and after taking into account the terms and conditions of such acquisition proposal, including the financial, legal, regulatory and other aspects of such acquisition proposal) is more favorable to Informatica's stockholders than the transactions contemplated by the Merger Agreement and is reasonably likely to be consummated in accordance with its terms, taking into account all financial regulatory, legal and other aspects of the proposal (including, to the extent debt financing is required, whether such proposal is fully financed by means of an executed customary commitment letter from a reputable person that has agreed to provide or cause to be provided the amounts set forth therein).

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        "Competing acquisition transaction" has the same meaning as "acquisition transaction" except that all references therein to "20%" and "80%" will be deemed to be references to "50%".

The Board of Directors' Recommendation; Company Board Recommendation Change

        As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of common stock vote "FOR" the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors will not effect a company board recommendation change except as described below.

        Prior to the adoption of the Merger Agreement by stockholders, the Board of Directors may not (with any action described in the following being referred to as a "company board recommendation change"):

        The Board of Directors may only effect a company board recommendation change for an intervening event unrelated to a superior proposal if the Board of Directors determines in good faith (after consultation with its outside legal counsel) that the failure to effect a company board recommendation change in response to such intervening event would reasonably be expected to be inconsistent with its fiduciary duties under applicable law (taking into account any adjustment or revisions proposed by Newco), and prior to taking such action:

        In addition, the Board of Directors may only effect a company board recommendation change in response to a bona fide acquisition proposal that the Board of Directors has concluded in good faith (after consultation with its financial advisor and outside legal counsel) is a superior proposal if:

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        For purposes of this proxy statement and the Merger Agreement, an "intervening event" means any event, circumstance, change, effect, development or condition occurring or arising after April 6, 2015 that was not known by the Board of Directors as of or prior to April 6, 2015.

Employee Benefits

        Newco has agreed to continue to employ all individuals who are employees of Informatica or its subsidiaries as of immediately prior to the Effective Time, whom we refer to as "continuing employees." For a period of one year following the Effective Time, all continuing employees will be provided compensation, benefits, and severance payments (other than equity-based benefits) that are (1) at levels not less than those in effect as of the date of the Merger Agreement or, (2) taken as a whole, no less favorable in the aggregate to such compensation, benefits, and severance payments (other than equity-based benefits) provided to the continuing employee immediately prior to the Effective Time, or (3) a combination of (1) and (2) so that taken as a whole, the compensation, benefits and severance payments (other than equity-based benefits) are no less favorable in the aggregate than those provided to the continuing employee immediately prior to the Effective Time. For a period of one year following the Effective Time, the surviving corporation will provide severance benefits to eligible continuing employees in accordance with Informatica's severance plans, guidelines, and practices as in effect at Informatica on April 6, 2015.

        The Surviving Corporation will grant each continuing employee credit for all service with Informatica and its subsidiaries (and their respective predecessors) prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance pay entitlement but excluding any defined benefit plan or retiree welfare plan). However, such service need not be credited to the extent that it would result in duplication of coverage or benefits or was not recognized by Informatica for similar purposes as of immediately prior to April 6, 2015. Continuing employees will be eligible to participate immediately in new benefit plans established by the surviving corporation that replace any comparable Informatica benefit plans in which the employee participated immediately prior to the Effective Time. With respect to any new medical, dental, pharmaceutical, vision, and/or disability benefit plans, the surviving corporation will use its best efforts to cause waiting periods and similar requirements to be waived and for participants to receive full credit for eligible expenses toward deductibles and

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similar requirements for the applicable plan year. Further, the surviving corporation will credit continuing employees for accrued vacation and paid time off that are unused immediately prior to the Effective Time (without limiting future accruals) as well as use is best efforts to credit continuing employees' accounts under any new flexible spending plan with respect to any unused balance under the corresponding Informatica plan that the new plan replaces.

Efforts to Close the Merger

        Under the Merger Agreement, Newco, Merger Sub and Informatica agreed to use reasonable best efforts to take all actions and assist and cooperate with the other parties, in each case as reasonably necessary, proper and advisable pursuant to applicable law or otherwise to consummate the Merger.

Indemnification and Insurance

        The Merger Agreement provides that the Surviving Corporation and its subsidiaries will (and Newco will cause the Surviving Corporation and its subsidiaries to) (1) honor and fulfill in all respects the obligations of Informatica and its subsidiaries under any and all indemnification agreements between Informatica or any of its subsidiaries, on the one hand, and the current or former directors or officers of Informatica or Informatica's subsidiaries, on the other hand (including any person that becomes a director or officer of Informatica or its subsidiaries prior to the Effective Time), and (2) include in the certificates of incorporation and bylaws (and similar organizational documents) of Informatica and its subsidiaries provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as those set forth in Informatica's current certificate of incorporation and bylaws, for a period of six years from the Effective Time.

        In addition, the Merger Agreement provides that, during the six year period commencing at the Effective Time, the Surviving Corporation will (and Newco must cause the Surviving Corporation to) indemnify and hold harmless each current or former director or officer of Informatica or Informatica's subsidiaries, to the fullest extent permitted by law, from and against all costs, fees and expenses (including attorneys' fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) any action or omission, or alleged action or omission, in such indemnified person's capacity as a director or officer of Informatica or Informatica's subsidiaries or other affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); and (2) any of the transactions contemplated by the Merger Agreement. The Merger Agreement also provides that the Surviving Corporation will (and Newco must cause the Surviving Corporation to) pay all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding.

        In addition, without limiting the foregoing, the Merger Agreement requires Newco to cause the Surviving Corporation to maintain, on terms no less advantageous to the indemnified parties, Informatica's directors' and officers' insurance policies for a period of at least six years commencing at the Effective Time. Neither Newco nor the Surviving Corporation will be required to pay premiums for such policy to the extent such premiums exceed, on an annual basis, 300% of the aggregate annual premiums paid by Informatica for its last full fiscal year, and if the premium for such insurance coverage would exceed such amount Newco shall be obligated to cause the Surviving Corporation to obtain the greatest coverage available for a cost equal to such amount.

        For more information, please refer to the section of this proxy statement captioned "The Merger — Interests of Informatica's Directors and Executive Officers in the Merger."

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Other Covenants

        Informatica has agreed to take all necessary action (in accordance with applicable law and Informatica's organizational documents) to establish a record date for, call, give notice of, convene and hold a Special Meeting of the stockholders as promptly as reasonably practicable after the date of the Merger Agreement for the purpose of voting upon the adoption of the Merger Agreement and approval of the Merger. Informatica may postpone the Special Meeting if (1) there are not holders of a sufficient number of shares present or represented by proxy at the Special Meeting to constitute a quorum, (2) Informatica is required to postpone or adjourn the Special Meeting by applicable law, order or a request from the SEC or its staff, or (3) the Board of Directors (or any committee thereof) determine in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Special Meeting, including in order to give Informatica's stockholders sufficient time to evaluate any information or disclosure that it has sent to its stockholders or otherwise made available to them (including in connection with any company board recommendation change).

        Informatica will (1) provide Newco with prompt notice of all stockholder litigation relating to the Merger Agreement; (2) keep Newco reasonably informed with respect to the status thereof; (3) give Newco the opportunity to participate in the defense, settlement or prosecution of any such litigation; (4) consult with Newco with respect to the defense, settlement or prosecution of any such litigation; and (5) will consider in good faith any comments or suggestions offered by Newco in respect to any such litigation.

        Informatica will also provide Newco with prompt notice of all communication it or its subsidiaries receive from any governmental authority in connection with the Merger or any other transaction contemplated by the Merger Agreement or from any person alleging that the consent of such person is required in connection with the transactions contemplated by the Merger Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Informatica, its subsidiaries or Newco.

Conditions to the Closing of the Merger

        The obligations of Newco and Merger Sub, on the one hand, and Informatica, on the other hand, to consummate the Merger and the other transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

        In addition, the obligations of Newco and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

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        In addition, the obligation of Informatica to consummate the Merger and the other transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver (where permitted by applicable law) of each of the following additional conditions:

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Termination of the Merger Agreement

        The Merger Agreement may be terminated at any time prior to the Effective Time, in the following ways:

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        In the event that the Merger Agreement is terminated pursuant to the termination rights above, the Merger Agreement will be of no further force or effect without liability of any party to the other parties, as applicable, except certain sections of the Merger Agreement will survive the termination of the Merger Agreement in accordance with their respective terms, including terms relating to reimbursement of expenses and indemnification. Notwithstanding the foregoing, nothing in the Merger Agreement will relieve any party from any liability for any breach of the Merger Agreement prior to such termination, or any fraud committed in connection with the Merger Agreement or any of the transactions contemplated by the Merger Agreement. In addition, no termination of the Merger Agreement will affect the rights or obligations of any party pursuant to the confidentiality agreement between an affiliate of Permira and Informatica, the Equity Commitment Letter or the Funding Agreement, which rights, obligations and agreements will survive the termination of the Merger Agreement in accordance with their respective terms.

Termination Fees

        If the Merger Agreement is terminated in specified circumstances, Informatica has agreed to pay Newco a termination fee of $160 million.

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        Newco will be entitled to receive the termination fee from Informatica if the Merger Agreement is terminated:

        If the Merger Agreement is terminated in specified circumstances, Newco has agreed to pay Informatica a termination fee of $320 million.

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        Informatica will be entitled to receive the termination fee from Newco if the Merger Agreement is terminated:

Specific Performance

        In the event of a breach or threatened breach of any covenant or obligation in the Merger Agreement, subject to the immediately following paragraph, the non-breaching party will be entitled to an injunction, specific performance or other equitable relief to prevent any breaches or threatened breaches of the Merger Agreement or specifically enforce the terms of the Merger Agreement.

        Notwithstanding the foregoing, Informatica will be entitled to an injunction, specific performance or other equitable remedy in connection with enforcing Newco's obligation to cause the equity financing to be funded (and to exercise its third party beneficiary rights under the equity commitment letters) and to consummate the Merger only in the event that (1) all conditions to Newco's and Merger Sub's obligations to close the Merger have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which must be able to be satisfied at the closing), (2) the debt financing has been funded or will be funded if the equity financing is funded at the closing, (3) Newco and Merger Sub have failed to consummate the Merger prior to the time the closing was required pursuant to the Merger Agreement, (4) Informatica has irrevocably confirmed in writing to Newco that it is ready, willing and able to consummate the Merger and all conditions to Informatica's obligations to close the Merger have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which must be able to be satisfied at the closing) or that it is willing to waive any such unsatisfied conditions, and (5) if specific performance is granted and the equity financing and debt financing are funded, then the closing will occur.

        Although Informatica may pursue both a grant of specific performance and the payment of the termination fee by Newco, Informatica will not be permitted or entitled to receive both (1) a grant of specific performance that permits the consummation of the transactions contemplated by the Merger Agreement, including the

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Merger, and (2) monetary damages in connection with the Merger Agreement or any termination thereof, including all or any portion of the termination fee payable by Newco.

Fees and Expenses

        Except in specified circumstances, whether or not the Merger is completed, Informatica, on the one hand, and Newco and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

Amendment

        The Merger Agreement may be amended in writing at any time before or after adoption of the Merger Agreement by Informatica, Newco and Merger Sub. However, after adoption of the Merger Agreement by stockholders, no amendment that requires further approval by such stockholders pursuant to the DGCL may be made without such approval.

Governing Law

        The Merger Agreement is governed by Delaware law.

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MARKET PRICES AND DIVIDEND DATA

        Our common stock is listed on NASDAQ under the symbol "INFA." As of May 6, 2015, there were 104,710,547 shares of common stock outstanding, held by approximately 74 stockholders of record. We have never declared or paid any cash dividends on our common stock.

        The following table presents the high and low intra-day sale prices of our common stock on NASDAQ during the fiscal quarters indicated:

 
  Common Stock Prices  
 
  High   Low  

Fiscal Year 2015

  $ 48.44   $ 43.55  

From April 1, 2015 through May 6, 2015

             

March 31

    45.45     34.53  

Fiscal Year 2014 — Quarter Ended

             

December 31

  $ 39.26   $ 31.26  

September 30

    36.24     29.87  

June 30

    39.93     34.62  

March 31

    43.79     37.01  

Fiscal Year 2013 — Quarter Ended

             

December 31

  $ 42.00   $ 36.32  

September 30

    41.49     34.40  

June 30

    37.49     30.27  

March 31

    39.87     29.39  

Fiscal Year 2012 — Quarter Ended

             

December 31

  $ 35.44   $ 23.83  

September 30

    43.51     27.23  

June 30

    54.49     39.00  

March 31

    53.74     34.15  

        On May 8, 2015, the latest practicable trading day before the printing of this proxy statement, the closing price for our common stock on NASDAQ was $48.27 per share. You are encouraged to obtain current market quotations for our common stock.

        Following the Merger, there will be no further market for our common stock and it will be delisted from NASDAQ and deregistered under the Exchange Act. As a result, following the Merger we will no longer file periodic reports with the SEC.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of May 6, 2015, of each person or entity who we know to beneficially own 5% or more of the outstanding shares of common stock and all of our current directors and executive officers as a group.

        Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person, and the percentage ownership of that person, shares of common stock subject to stock options held by that person that are currently exercisable, or exercisable within 60 days of May 6, 2015, are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated below, the address of each beneficial owner listed in the table is c/o Informatica Corporation, 2100 Seaport Blvd., Redwood City, CA 94063.

        The percentages in the table below are based on 104,710,547 shares of common stock outstanding as of May 6, 2015. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder's name. The information provided in this table is based on our records and information filed with the SEC, unless otherwise noted.

Name   Number of
Shares
Beneficially
Owned (1)
  Percentage
Beneficially
Owned (1)(2)
 

5% Stockholders:

             

Blackrock, Inc. (3)

    8,079,602     7.7 %

The Vanguard Group, Inc. (4)

    6,687,340     6.2 %

Scopia Capital Management L.P. (5)

    6,458,993     6.2 %

Elliott Associates, L.P. (6)

    5,948,591     5.7 %

(1)
The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of May 6, 2015 through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned.

(2)
The total number of shares of common stock outstanding as of May 6, 2015 was 104,710,547.

(3)
The address of BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022. This information was obtained from a filing made with the SEC pursuant to Section 13(g) of the Exchange Act on January 26, 2015.

(4)
The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. This information was obtained from a filing made with the SEC pursuant to Section 13(g) of the Exchange Act on February 10, 2015.

(5)
The address of Scopia Capital Management LP is 152 West 57th Street, 33rd Floor, New York, NY 10019. This information was obtained from a filing made with the SEC pursuant to Section 13(g) of the Exchange Act on February 17, 2015.

(6)
The address of Elliott Associates, L.P. is 40 West 57th Street, New York, NY 10019. This information was obtained from a filing made with the SEC pursuant to Section 13(g) of the Exchange Act on February 24, 2015.

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(7)
The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. This information was obtained from a filing made with the SEC pursuant to Section 13(g) of the Exchange Act on February 11, 2014.

Name   Number of
Shares
Beneficially
Owned (1)
  Percentage
Beneficially
Owned (1)(2)
 

Directors:

             

Mark A. Bertelsen (3)

    28,364     *  

Amy Chang (4)

    14,027     *  

Mark Garrett (5)

    16,694     *  

Gerald Held (6)

    16,694     *  

Hilarie Koplow-McAdams (7)

    4,240     *  

Charles J. Robel (8)

    24,947     *  

A. Brooke Seawell (9)

    17,027     *  

Geoffrey W. Squire (10)

    116,694     *  

Named Executive Officers:

   
 
   
 
 

Sohaib Abbasi (11)

    947,931     1.6 %

Michael Berry (12)

    60,000     *  

Margaret Breya (13)

    65,099     *  

Anil Chakravarthy (14)

    105,175     *  

Ivan Chong (15)

    110,957     *  

Earl E. Fry (16)

    307,659     *  

Charles Race (17)

    93,007     *  

All current directors and executive officers as a group (15 persons) (18)

    1,984,888     3.5 %

*
Less than 1%

(1)
The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of May 6, 2015 through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned.

(2)
The total number of shares of common stock outstanding as of May 6, 2015 was 104,710,547.

(3)
Includes 30,000 shares subject to options that vest within 60 days of May 6, 2015.

(4)
Includes 24,583 shares subject to options that vest within 60 days of May 6, 2015.

(5)
Includes 45,000 shares subject to options that vest within 60 days of May 6, 2015 and 9,000 shares of which he has elected to defer delivery.

(6)
Includes 45,000 shares subject to options that vest within 60 days of May 6, 2015 and 9,000 shares of which he has elected to defer delivery.

(7)
Includes 6,690 shares subject to options that vest within 60 days of May 6, 2015.

(8)
Includes 45,000 shares subject to options that vest within 60 days of May 6, 2015 and 6,000 shares of which he has elected to defer delivery.

(9)
Includes 45,000 shares subject to options that vest within 60 days of May 6, 2015.

(10)
Includes 45,000 shares subject to options that vest within 60 days of May 6, 2015.

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(11)
Includes 785,874 shares subject to options that vest within 60 days of May 6, 2015.

(12)
Includes 0 shares subject to options that vest within 60 days of May 6, 2015.

(13)
Includes 108,174 shares subject to options that vest within 60 days of May 6, 2015.

(14)
Includes 100,186 shares subject to options that vest within 60 days of May 6, 2015.

(15)
Includes 227,262 shares subject to options that vest within 60 days of May 6, 2015.

(16)
Includes 401,802 shares subject to options that vest within 60 days of May 6, 2015.

(17)
Includes 107,092 shares subject to options that vest within 60 days of May 6, 2015.

(18)
Includes 2,102,610 shares subject to options that vest within 60 days of May 6, 2015.

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FUTURE STOCKHOLDER PROPOSALS

        If the Merger is completed, we will have no public stockholders and there will be no public participation in any future meetings of stockholders of Informatica. However, if the Merger is not completed, stockholders will continue to be entitled to attend and participate in stockholder meetings.

        Informatica will hold an annual meeting in 2015 only if the Merger has not already been completed.

        Proposals of stockholders that are intended for inclusion in our proxy statement relating to our annual meeting in 2015, if held, must be received by us at our offices 2100 Seaport Blvd., Redwood City, CA 94063, Attention: Corporate Secretary, no later than the close of business on the 10th day following the date of public disclosure, via a press release or filing with the SEC, of the date of our 2015 annual meeting of stockholders, and must satisfy the conditions established by the SEC, including, but not limited to, Rule 14a-8 promulgated under the Exchange Act, and in our bylaws for stockholder proposals in order to be included in our proxy statement for that meeting.

        Stockholders may only present a matter for consideration at our annual meeting in 2015, if held, if certain procedures are followed. Under our bylaws, in order for a matter to be deemed properly presented by a stockholder, timely notice must be delivered to or mailed and received by the Corporate Secretary at our principal executive offices not later than the close of business on the 45th day, nor earlier than the close of business on the 75th day, before the one-year anniversary of the date on which Informatica first mailed its proxy materials or a notice of availability of proxy materials for the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year's annual meeting, then notice by the stockholder to be timely must be so received not earlier than the close of business on the later of (1) the 90th day prior to such annual meeting, or (2) the tenth day following the day on which public announcement of the date of such annual meeting is first made. Our bylaws specify the information with respect to making stockholder proposals that is required to be included in the written notice that must be provided to our Corporate Secretary. Stockholders may contact the Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals.

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WHERE YOU CAN FIND MORE INFORMATION

        The SEC allows us to "incorporate by reference" information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this proxy statement.

        The following Informatica filings with the SEC are incorporated by reference:

        We also incorporate by reference into this proxy statement additional documents that we may file with the SEC between the date of this proxy statement and the earlier of the date of the Special Meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference herein.

        Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement.

        You may read and copy any reports, statements or other information that we file with the Securities and Exchange Commission at the SEC's public reference room at the following location: Station Place, 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at (800) SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at www.sec.gov.

        You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

Informatica Corporation
Attn: Corporate Secretary
2100 Seaport Blvd.
Redwood City, CA 94063

        If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. Please note that all of our documents that we file with the SEC are also promptly available through the Investor Relations section of our website, www.informatica.com. The information included on our website is not incorporated by reference into this proxy statement.

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        If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Call Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
Email: proxy@mackenziepartners.com

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MISCELLANEOUS

        Informatica has supplied all information relating to Informatica, and Newco has supplied, and Informatica has not independently verified, all of the information relating to Newco and Merger Sub contained in this proxy statement.

        You should rely only on the information contained in this proxy statement, the annexes to this proxy statement and the documents that we incorporate by reference in this proxy statement in voting on the Merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated May 18, 2015. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement), and the mailing of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

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Annex A

MERGER AGREEMENT
by and among
ITALICS INC.
ITALICS MERGER SUB INC.
and
INFORMATICA CORPORATION
Dated April 6, 2015


Table of Contents

TABLE OF CONTENTS

 
   
  Page
ARTICLE I THE MERGER   A-1

1.1

  The Carry-Forward Share Purchase and the Merger   A-1

1.2

  The Surviving Corporation of the Merger   A-2

1.3

  General Effects of the Merger   A-2

1.4

  Effect of the Merger on Capital Stock of the Merging Corporations   A-3

1.5

  Further Action   A-7
ARTICLE II THE CLOSING   A-7

2.1

  The Closing   A-7

2.2

  Conditions to Closing   A-8

2.3

  Issuance of Merger Consideration After the Closing   A-10
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY   A-11

3.1

  Organization and Standing   A-12

3.2

  Authorization and Enforceability   A-12

3.3

  Required Governmental Approvals   A-13

3.4

  No Conflicts   A-13

3.5

  Capitalization   A-14

3.6

  Subsidiaries   A-15

3.7

  SEC Reports   A-16

3.8

  Financial Statements   A-16

3.9

  No Undisclosed Liabilities   A-18

3.10

  Absence of Certain Changes   A-18

3.11

  Material Contracts   A-18

3.12

  Compliance with Laws and Orders   A-19

3.13

  Permits   A-19

3.14

  Legal Proceedings   A-20

3.15

  Taxes   A-20

3.16

  Employee Benefit Plans   A-21

3.17

  Labor Matters   A-22

3.18

  Real Property   A-23

3.19

  Personal Property   A-24

3.20

  Intellectual Property   A-24

3.21

  Insurance   A-26

3.22

  Related Party Transactions   A-26

3.23

  Brokers   A-26

3.24

  No Other Representations   A-26
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF NEWCO AND MERGER SUB   A-27

4.1

  Organization and Good Standing   A-27

4.2

  Authorization and Enforceability   A-27

4.3

  Required Governmental Consents   A-27

4.4

  No Conflicts   A-28

4.5

  No Ownership of Company Capital Stock   A-28

4.6

  No Stockholder and Management Arrangements   A-28

4.7

  No Litigation   A-28

4.8

  Solvency   A-28

4.9

  Financing   A-29

4.10

  Funding Agreement   A-30

4.11

  Non-Reliance   A-30

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  Page
ARTICLE V CONDUCT OF COMPANY BUSINESS   A-31

5.1

  Conduct of Company Business   A-31

5.2

  Restrictions on Company Operations   A-31

5.3

  No Control   A-33

5.4

  Procedures for Requesting Newco Consent   A-33

5.5

  Preparation of Tax Returns   A-33
ARTICLE VI NON-SOLICITATION OF ACQUISITION PROPOSALS   A-34

6.1

  Termination of Discussions   A-34

6.2

  Non-Solicitation   A-34

6.3

  Notice and Information   A-35
ARTICLE VII ADDITIONAL COVENANTS AND AGREEMENTS   A-36

7.1

  Company Stockholder Approval   A-36

7.2

  Regulatory Approvals   A-40

7.3

  Financing   A-41

7.4

  Efforts to Close   A-46

7.5

  Access to the Company   A-47

7.6

  Notice of Breach   A-47

7.7

  Confidentiality   A-48

7.8

  Public Disclosure   A-48

7.9

  Transaction Litigation   A-48

7.10

  Section 16(b) Exemption   A-49

7.11

  Directors and Officers Exculpation, Indemnification and Insurance   A-49

7.12

  Employee Matters   A-51

7.13

  Obligations of Merger Sub   A-52

7.14

  Newco Vote   A-52

7.15

  Repatriation   A-52
ARTICLE VIII TERMINATION OF AGREEMENT   A-53

8.1

  Termination   A-53

8.2

  Notice of Termination   A-55

8.3

  Effect of Termination   A-55

8.4

  Termination Fees   A-55
ARTICLE IX GENERAL PROVISIONS   A-58

9.1

  Certain Interpretations   A-58

9.2

  Amendment   A-58

9.3

  Waiver   A-58

9.4

  Assignment   A-59

9.5

  Notices   A-59

9.6

  Non-Survival of Representations, Warranties   A-60

9.7

  Expenses   A-60

9.8

  Entire Agreement   A-60

9.9

  Third Party Beneficiaries   A-60

9.10

  Severability   A-60

9.11

  Remedies   A-60

9.12

  Governing Law   A-62

9.13

  Consent to Jurisdiction   A-62

9.14

  WAIVER OF JURY TRIAL   A-63

9.15

  Counterparts   A-63

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AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of April 6, 2015, by and among Italics Inc., a Delaware corporation ("Newco"), Italics Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Newco ("Merger Sub"), and Informatica Corporation, a Delaware corporation (the "Company"). All capitalized terms that are not defined elsewhere in this Agreement shall have the respective meanings assigned thereto in Annex A.


W I T N E S S E T H:

        WHEREAS, it is proposed that, upon the terms and subject to the conditions set forth herein, Merger Sub will merge with and into the Company (the "Merger"), and each share (each a "Share" and collectively, the "Shares") of common stock, par value $0.001 per share, of the Company (the "Company Common Stock") then outstanding (other than the Carry-Forward Share (as defined in Section 1.1(a))) will thereupon be cancelled and converted into the right to receive Forty-Eight Dollars and Seventy-Five Cents ($48.75) in cash, without interest (the "Merger Consideration").

        WHEREAS, the Board of Directors of the Company (the "Company Board") has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iv) resolved to recommend that the stockholders of the Company (the "Company Stockholders") adopt this Agreement.

        WHEREAS, the Boards of Directors of Newco and Merger Sub have unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, and (ii) approved this Agreement and the transactions contemplated hereby, including the Merger.

        WHEREAS, concurrently with the execution of this Agreement, Permira V L.P.1, Permira V L.P.2, Permira Investments Limited, P5 Co-Investment L.P., P5 CIS S.à r.l., Permira V I.A.S L.P. and Canada Pension Plan Investment Board (the "Sponsors") and the Company are entering into a Fee Funding Agreement (the "Funding Agreement") pursuant to which the Sponsors agree, on the terms and subject to the conditions contained therein, to fund to Newco certain payment obligations of Newco and Merger Sub under this Agreement.

        NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, Newco, Merger Sub and the Company hereby agree as follows:


ARTICLE I

THE MERGER

        1.1    The Carry-Forward Share Purchase and the Merger.    

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        1.2    The Surviving Corporation of the Merger.    

        1.3    General Effects of the Merger.    The effects of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

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        1.4    Effect of the Merger on Capital Stock of the Merging Corporations.    

A-3


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A-4


Table of Contents

A-5


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        1.5    Further Action.    If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes or intent of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the directors and officers of the Company and Merger Sub shall have the authority to take all such lawful and necessary action.


ARTICLE II

THE CLOSING

        2.1    The Closing.    Newco, Merger Sub and the Company shall consummate the Merger at a closing (the "Closing") to occur at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, One Market Plaza, Spear Tower, Suite 3300, San Francisco, California, 94105, on a date and at a time to be agreed upon by Newco and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Section 2.2 (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions at the Closing), or at such other location, date and time as Newco and the Company shall mutually agree upon in writing; provided, that in no event shall Newco or Merger Sub be obligated to consummate the Merger if the Marketing Period has not ended prior to the time that the parties would otherwise be obligated to consummate the Closing pursuant to this Section 2.1, in which case Newco, Merger Sub and the Company shall consummate the Closing at the earliest to occur of (i) a date before or during the Marketing Period specified by Newco on two (2) Business Days' prior written notice to the Company and (ii) the second (2nd) Business Day immediately following the final day of the Marketing Period, subject to, in each case, the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Section 2.2 (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but

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subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions at the Closing). The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the "Closing Date."

        2.2    Conditions to Closing.    

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        2.3    Issuance of Merger Consideration After the Closing.    

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ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

        Except (i) as set forth in the section of the disclosure letter delivered by the Company to Newco on the date of this Agreement (the "Company Disclosure Letter") that relates to such section or in any other section of the Company Disclosure Letter to the extent it is reasonably apparent from the text of such disclosure that such disclosure is applicable to such other section, other than matters required to be disclosed for purposes

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of Sections 3.1, 3.5, and 3.10(b), which matters shall only be disclosed by specific disclosure in the respective corresponding section of the Company Disclosure Letter, and (ii) as disclosed in the SEC Reports, including the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2014 (the "Company Form 10-K") (other than disclosures in the "Risk Factors" or "Forward-Looking Statements" sections of such reports and other disclosures that are similarly predictive or forward-looking in nature) filed after the Reference Date and prior to the date of this Agreement (and (i) then only to the extent that the relevance of any disclosed event, item or occurrence in such SEC Reports to a matter covered by a representation or warranty set forth in this Article III is reasonably apparent as to matters or items which are subject of such representation or warranty and (ii) without giving effect to any amendment to any such documents filed on or after the date hereof), the Company hereby represents and warrants to Newco and Merger Sub as follows:

        3.1    Organization and Standing.    The Company is a corporation duly organized, validly existing and in good standing under Delaware Law. The Company has the requisite power and authority to carry on its business as it is presently being conducted and to own, lease or operate its properties and assets. The Company is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary (to the extent the "good standing" concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Newco complete and correct copies of the certificate of incorporation and bylaws, as amended to date, of the Company. The Company is not in violation of its certificate of incorporation or bylaws.

        3.2    Authorization and Enforceability.    

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        3.3    Required Governmental Approvals.    No consent, approval, order or authorization of, or filing or registration with, or notification to (any of the foregoing being a "Consent"), any Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby (including the Merger), except (a) the filing of the Certificate of Merger with the Delaware Secretary of State as required by Delaware Law, (b) such filings and approvals as may be required by any federal or state securities laws, including compliance with any applicable requirements of the Exchange Act, (c) compliance with any applicable requirements of the HSR Act and the Antitrust Laws of the Relevant Antitrust Jurisdictions, (d) notification to and approval from the U.S. Department of Defense, Defense Security Service, (e) filing with and approval from CFIUS and (f) such other Consents the failure of which to obtain would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.

        3.4    No Conflicts.    The execution, delivery and performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby (including the Merger) and the compliance by the Company with any of the provisions hereof do not and will not (i) violate or conflict with any provision of the certificate of incorporation or bylaws or other constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining the Consents set forth in Section 3.4 of the Company Disclosure Letter, other than with respect to the ASR Confirmations, violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the loss of any benefit or the imposition of any additional payment or other Liability under, any Material Contract, (iii) assuming compliance with the matters referred to in Section 3.4 of the Company Disclosure Letter and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any Applicable Law or Order or (iv) result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries, except in the case of each of clauses (ii), (iii) and (iv) above, for such violations, conflicts, defaults, terminations, accelerations or Liens that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.

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        3.5    Capitalization.    

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        3.6    Subsidiaries.    

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        3.7    SEC Reports.    

        3.8    Financial Statements.    

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        3.9    No Undisclosed Liabilities.    Neither the Company nor any of its Subsidiaries has any Liabilities of a nature that would be required to be disclosed on a balance sheet prepared in accordance with GAAP other than (a) Liabilities reflected or otherwise reserved against in the Balance Sheet, (b) Liabilities under this Agreement, (c) fees and expenses payable to any accountant, outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated by this Agreement (including the Merger), (d) executory obligations under any Contract, (e) Liabilities incurred in the ordinary course of business since the date of the Balance Sheet and (f) Liabilities that would not reasonably be expected to have a Company Material Adverse Effect.

        3.10    Absence of Certain Changes.    Since December 31, 2014 through the date hereof, (a) except for actions expressly contemplated by this Agreement, the business of the Company and its Subsidiaries has been conducted, in all material respects, in the ordinary course consistent with past practice, (b) there has not been or occurred or there does not exist, as the case may be, any Effect, that, individually or in the aggregate, has had or would reasonably be expected to have, any Company Material Adverse Effect, and (c) except for actions expressly contemplated by this Agreement, neither the Company nor any of its Subsidiaries has taken any action that, if taken after the date of this Agreement without the prior written consent of Newco, would constitute a breach of Section 5.2.

        3.11    Material Contracts.    

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        3.12    Compliance with Laws and Orders.    

        3.13    Permits.    The Company and its Subsidiaries are in compliance with the terms of all Permits required to conduct their businesses as currently conducted, and no suspension or cancellation of any such Permits is pending or, to the knowledge of the Company, threatened, except for such noncompliance, suspensions or cancellations that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority alleging any violation by the Company or any of its Subsidiaries of any