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Twilio to Acquire SendGrid

Accelerates Twilios Mission to Fuel the Future of Communications

Brings Together the Two Leading Communication Platforms for Developers The Combination to Create One, Best-in-Class Cloud Communications Platform for Companies to Communicate with Customers Across Every Channel Twilio & SendGrid Together Serve Millions of Developers, Have 100,000+ Customers, and Have a Greater than $700 Million Annualized Revenue Run Rate

Twilio (NYSE:TWLO) and SendGrid today announced that they have entered into a definitive agreement for Twilio to acquire SendGrid in an all-stock transaction valued at approximately $2 billion. At the exchange ratio of 0.485 shares of Twilio Class A common stock per share of SendGrid common stock, this price equates to approximately $36.92 per share based on today’s closing prices. The transaction is expected to close in the first half of 2019. Adding the leading email API platform to the leading cloud communications platform can drive tremendous value to the combined customer bases. The resulting company would offer developers a single, best-in-class platform to manage all of their important communication channels -- voice, messaging, video, and now email as well. Together, the companies currently drive more than half a trillion customer interactions annualized*, and growing rapidly.

“Increasingly, our customers are asking us to solve all of their strategic communications challenges - regardless of channel. Email is a vital communications channel for companies around the world, and so it was important to us to include this capability in our platform," said Jeff Lawson, Twilio's co-founder and chief executive officer. "The two companies share the same vision, the same model, and the same values. We believe this is a once-in-a-lifetime opportunity to bring together the two leading developer-focused communications platforms to create the unquestioned platform of choice for all companies looking to transform their customer engagement.” “This is a tremendous day for all SendGrid customers, employees and shareholders,” said Sameer Dholakia, SendGrid’s chief executive officer. “Our two companies have always shared a common goal - to create powerful communications experiences for businesses by enabling developers to easily embed communications into the software they are building. Our mission is to help our customers deliver communications that drive engagement and growth, and this combination will allow us to accelerate that mission for our customers.”

Details Regarding the Proposed SendGrid Acquisition The boards of directors of Twilio and SendGrid have each approved the transaction. Under the terms of the transaction, Twilio Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Twilio, will be merged with and into SendGrid, with SendGrid surviving as a wholly-owned subsidiary of Twilio. At closing, each outstanding share of SendGrid common stock will be converted into the right to receive 0.485 shares of Twilio Class A common stock, which represents a per share price for SendGrid common stock of $36.92 based on the closing price of Twilio Class A common stock on October 15, 2018. The exchange ratio represents a 14% premium over the average exchange ratio for the ten calendar days ending, October 15, 2018.

The transaction is expected to close in the first half of 2019, subject to the satisfaction of customary closing conditions, including shareholder approvals by each of SendGrid’s and Twilio’s respective stockholders and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Certain stockholders of SendGrid owning approximately 6% of the outstanding SendGrid shares have entered into voting agreements and certain stockholders of Twilio who control approximately 33% of total Twilio voting power have entered into voting agreements, or proxies, pursuant to which they have agreed, among other things, and subject to the terms and conditions of the agreements, to vote in favor of the SendGrid acquisition and the issuance of Twilio shares in connection with the SendGrid acquisition, respectively. Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Twilio and Goodwin Procter LLP is acting as legal counsel to Twilio. Morgan Stanley & Co. LLC. is serving as exclusive financial advisor to SendGrid and Cooley LLP and Skadden, Arps, Slate, Meagher & Flom LLP are acting as legal counsel to SendGrid.

Q3 2018 Results and Guidance Both companies will report their respective financial results for the three months ended September 30, 2018 on November 6, 2018. However, both Twilio and SendGrid are announcing that they have exceeded the guidance provided on Aug. 6th and July 31st, respectively, for their third fiscal quarters. Guidance for the combined company will be provided after the proposed transaction has closed. Article posted on 2018-10-17

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