NO OFFER OR SOLICITATION

The information and documents available on this web page relate to the proposed business combination between Dragoneer Growth Opportunities Corp. (“Dragoneer”) and Cypress Holdings, Inc. (“CCC”) and related transactions (the “Transaction”) and shall not be deemed to constitute an offer, or solicitation of an offer (including a “solicitation” as defined in Section 14 of the  United States Securities Exchange Act of 1934, as amended), to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there by any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

NONE OF THE SEC, ANY STATE SECURITIES COMMISSION OR ANY SECURITIES COMMISSION OR SIMILAR SECURITIES REGULATORY AUTHORITIES IN THE PROVINCES AND TERRITORIES OF CANADA HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION OR THE DOCUMENTS AVAILABLE HEREIN OR APPROVED OR DISAPPROVED OF THE SECURITIES OF THE COMPANY.

 

PARTICIPANTS IN THE SOLICITATION

Dragoneer and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from Dragoneer’s stockholders in respect of the Transaction. CCC and its officers and directors may also be deemed participants in such solicitation. Information regarding Dragoneer’s directors and executive officers is available in Dragoneer’s final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”) on August 17, 2020 and is available free of charge at the SEC’s web site at www.sec.gov or by directing a request to: Dragoneer Growth Opportunity Corp., One Letterman Drive, Building D, Suite M500, San Francisco, California, 94129. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Dragoneer shareholders in connection with the Transaction will be set forth in the registration statement containing the preliminary proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Stockholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.

 

NON-GAAP FINANCIAL MEASURES

This web page includes certain non-GAAP financial measures that are not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. Dragoneer and CCC believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of CCC and the combined company. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.

 

USE OF PROJECTIONS

This web page contains financial forecasts of CCC. CCC’s expected 2020 revenue is a preliminary estimate, which is subject to the completion of CCC’s year end and quarter end close procedures and further financial review.  Actual results may differ as a result of the completion of the CCC’s year end and quarter end closing procedures, review adjustments and other developments that may arise between now and the time such financial information for the period is finalized. Such differences may be material, and the inclusion of such information on this web page should not be regarded as a representation by any person that the results reflected in such projections will be achieved. As a result, those estimates are preliminary, may change and constitute forward-looking information and, as a result, are subject to risks and uncertainties. Neither CCC’s independent auditors, nor the independent registered public accounting firm of Dragoneer, audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion on this website, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this website. These projections should not be relied upon as being necessarily indicative of future results. The projected financial information contained on this web page constitutes forward-looking information. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward-Looking Statements” below.

 

INDUSTRY AND MARKET DATA

On this web page, Dragoneer and CCC rely on and refer to certain information and statistics obtained from third-party sources including reports by market research firms. Neither Dragoneer nor CCC has independently verified the accuracy or completeness of any such third-party information. You are cautioned not to give undue weight to such industry and market data.

This web page may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to on this web page may be listed without the TM, SM, (C), (R) or TM symbols, but Dragoneer and CCC will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.

 

FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts contained on this web page constitute “forward-looking statements” (which shall include forward-looking information within the meaning of Canadian securities laws) within the meaning of Section 27A of the Securities Act. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “could,” “plan,” “project,” “potential,” “seem,” “seek,” “future,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed business combination, including the timing and structure of the Transaction, the likelihood and ability of the parties to successfully consummate the business combination innovations, including the estimated or anticipated future results and benefits of the Company following the business combination, the PIPE, the listing of the combined company’s shares, the amount and use of the proceeds of the Transaction, our future growth and innovations, including the estimated or anticipated future results and benefits of the Company following the business combination, expectations regarding the addressable market, the PIPE, the forward purchase agreements, the initial market capitalization of the combined company, the amount of funds available in the trust account as a result of stockholder redemptions or otherwise and the benefits of the Transaction, a s well as statements about the composition of the board of directors of the combined company, and the existence of, as well as the potential value and duration of, any return on investment for customers of the combined company. These statements are based on various assumptions, whether or not identified on this web page, and on the current expectations of Dragoneer’s and CCC’s management and are not predictions of actual performance. These forward-looking statements are provided for the purpose of assisting readers in understanding certain key elements of CCC’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of CCC’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and is not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of CCC and Dragoneer, and are based on a number of assumptions, as well as other factors that Dragoneer and CCC believe are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct or that CCC’s vision, business, objectives, plans and strategies will be achieved. Many risks and uncertainties could cause CCC’s actual results, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, among others, he general economic, political, business and competitive conditions; the inability of the parties to consummate the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement or any related agreements or could otherwise cause the transaction to fail to close; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination and the transactions contemplated by the business combination; the ability of existing investors to redeem the ability to complete the business combination due to the failure to obtain approval from Dragoneer’s shareholders, or the risk that the approval of the shareholders of Dragoneer for the potential transaction is otherwise not obtained; the failure to satisfy other closing conditions in the business combination agreement or otherwise; the failure to obtain financing to complete the business combination, including to consummate the PIPE or the transactions contemplated by the forward purchase agreements; the ability to recognize the anticipated benefits of the business combination; the impact of COVID-19 on CCC’s business and/or the ability of the parties to complete the business combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the business combination; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; failure to realize the anticipated benefits of the business combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Dragoneer and CCC; the risk that the business combination disrupts current plans and operations of Dragoneer or CCC as a result of the announcement and consummation of the business combination; the ability of the Company to grow and manage growth profitably and retain its key employees; the inability to obtain or maintain the listing of the post-acquisition company’s securities on the NYSE following the business combination; changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the business combination; costs related to the business combination; and other risks and uncertainties, including those to be included under the header “Risk Factors” in the registration statement on Form S-4 to be filed by Dragoneer with the SEC and those included under the header “Risk Factors” in the final prospectus of Dragoneer related to its initial public offering.  These factors are not intended to represent a complete list of the factors that could affect CCC, and there may be additional risks that neither CCC nor Dragoneer presently know or that CCC and Dragoneer currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, you are cautioned that past performance may not be indicative of future results.  In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements in making an investment decision or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this web page reflect CCC’s and Dragoneer’s expectations, plans or forecasts of future events and views as of the date of such information. CCC and Dragoneer anticipate that subsequent events and developments will cause CCC’s and Dragoneer’s assessments to change. However, while CCC and Dragoneer may elect to update these forward-looking statements at some point in the future, CCC and Dragoneer have no intention and undertake no obligation to do so except as required by applicable law. These forward-looking statements should not be relied upon as representing CCC’s and Dragoneer’s assessments as of any date subsequent to the date of such information.