Ellie Mae Enters into Definitive Agreement to Be Acquired by Thoma Bravo

Ellie
Mae^® (NYSE:ELLI), the leading cloud-based platform
provider for the mortgage finance industry, announced that it has
entered into a definitive agreement to be acquired by Thoma Bravo, LLC,
a leading private equity investment firm, in an all-cash transaction
that values Ellie Mae at an aggregate equity value of approximately $3.7
billion.

Under the terms of the agreement, all Ellie Mae shareholders will
receive $99.00 in cash per share. The price per share represents a 47
percent premium to the 30-day average closing share price and 49 percent
premium to the 60-day average closing price as of February 1, 2019.

“Since the founding of Ellie Mae more than 20 years ago, our mission has
been simple – to automate everything automatable for the residential
mortgage industry,” said Jonathan Corr, president and CEO of Ellie Mae.
“As we enter this next phase of our digital mortgage journey, we are
thrilled to provide immediate value to our shareholders. With the
investment and support from Thoma Bravo, we will remain committed to our
customers’ success, innovation and growth of the Encompass Digital
Lending Platform while maintaining our position as a best place to work.”

“Ellie Mae delivers powerful and innovative mortgage technology
solutions across every channel of the residential mortgage sector,
enabling lenders to originate more loans while reducing costs and
driving efficiency, quality and compliance throughout the mortgage
process,” said Holden Spaht, a Managing Partner at Thoma Bravo. “Ellie
Mae is leading the digital transformation of the residential mortgage
industry and we look forward to building on the company’s successes and
to our partnership through this next chapter of growth.”

Ellie Mae’s Board of Directors unanimously approved the definitive
agreement and recommended that stockholders vote their shares in favor
of the transaction. Ellie Mae’s headquarters will remain in Pleasanton,
California, with regional offices across the United States. Closing of
the transaction is subject to approval by Ellie Mae stockholders and
regulatory authorities and the satisfaction of customary closing
conditions. The transaction is expected to close in the second or third
quarter of 2019 and is not subject to a financial condition.

The agreement includes a 35 day “go-shop” period, which permits Ellie
Mae’s Board and advisors to actively initiate, solicit, encourage, and
potentially enter negotiations with parties that make alternative
acquisition proposals. Ellie Mae will have the right to terminate the
merger agreement to enter into a superior proposal subject to the terms
and conditions of the merger agreement. There can be no assurance that
this 35 day “go-shop” will result in a superior proposal, and Ellie Mae
does not intend to disclose developments with respect to the
solicitation process unless and until the Board makes a determination
requiring further disclosure.

J.P. Morgan Securities LLC is serving as the exclusive financial advisor
to Ellie Mae and Cooley LLP is serving as the legal advisor to Ellie
Mae. Jefferies LLC served as financial advisor to Thoma Bravo and
Kirkland & Ellis LLP served as legal advisor to Thoma Bravo. Financing
for the transaction is being provided by Jefferies Finance LLC.

About Ellie Mae

Ellie Mae (NYSE:ELLI) is the leading cloud-based platform provider for
the mortgage finance industry. Ellie Mae’s technology solutions enable
lenders to originate more loans, lower origination costs, and reduce the
time to close, all while ensuring the highest levels of compliance,
quality and efficiency. Visit or call (877) 355-4362 to learn more.

About Thoma Bravo, LLC

Thoma Bravo is a leading private equity firm focused on the software and
technology-enabled services sectors. With a series of funds representing
more than $30 billion in capital commitments, Thoma Bravo partners with
a company’s management team to implement operating best practices,
invest in growth initiatives and make accretive acquisitions intended to
accelerate revenue and earnings, with the goal of increasing the value
of the business. Representative past and present portfolio companies
include industry leaders such as ABC Financial, Blue Coat Systems,
Deltek, Digital Insight, Frontline Education, Global Healthcare
Exchange, Hyland Software, Imprivata, iPipeline, PowerPlan, Qlik,
Riverbed, SailPoint, SolarWinds, SonicWall, Sparta Systems,TravelClick
and Veracode. The firm has offices in San Francisco and Chicago. For
more information, visit thomabravo.com.

Additional Information and Where to Find It

In connection with the proposed Merger, Ellie Mae expects to file with
the Securities and Exchange Commission (the “SEC”) and furnish to its
stockholders a proxy statement on Schedule 14A, as well as other
relevant documents concerning the proposed transaction. Promptly after
filing its definitive proxy statement with the SEC, Ellie Mae will mail
the definitive proxy statement and a proxy card to each stockholder of
Ellie Mae entitled to vote at the special meeting relating to the
proposed transaction. The proxy statement will contain important
information about the proposed Merger and related matters. STOCKHOLDERS
AND SECURITY HOLDERS OF ELLIE MAE ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE MERGER THAT ELLIE MAE WILL FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ELLIE MAE AND THE TRANSACTION. This communication is
not a substitute for the proxy statement or for any other document that
Ellie Mae may file with the SEC and send to its stockholders in
connection with the proposed Merger. The proposed Merger will be
submitted to Ellie Mae’s stockholders for their consideration. Before
making any voting decision, stockholders of Ellie Mae are urged to read
the proxy statement regarding the Merger when it becomes available and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will contain
important information about the proposed Merger.

Stockholders of Ellie Mae will be able to obtain a free copy of the
proxy statement, as well as other filings containing information about
Ellie Mae and the proposed transaction, without charge, at the SEC’s
website (http://www.sec.gov).
Copies of the proxy statement, when available, and the filings with the
SEC that will be incorporated by reference therein can also be obtained,
without charge, by contacting Ellie Mae’s Investor Relations at (925)
227-7079, by email at [email protected],
or by going to Ellie Mae’s Investor Relations page on its website at
investor.elliemae.com and clicking on the link titled “SEC Filings” to
access Ellie Mae’s “SEC Filings.”

Participants in the Solicitation

Ellie Mae and certain of its directors, executive officers and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed Merger. Information regarding the interests of
Ellie Mae’s directors and executive officers and their ownership of
Company Common Stock is set forth in Ellie Mae’s proxy statement on
Schedule 14A filed with the SEC on April 4, 2018, will be included in
Ellie Mae’s definitive proxy statement to be filed with the SEC in
connection with the proposed Merger, and certain of its Current Reports
on Form 8-K. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests in
the proposed Merger, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC in connection with the proposed Merger. Free copies
of this document may be obtained as described in the preceding paragraph.

Notice Regarding Forward-Looking Statements

This communication, and any documents to which Ellie Mae refers you in
this communication, contains not only historical information, but also
forward-looking statements made pursuant to the safe-harbor provisions
of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements represent Ellie Mae’s current expectations or
beliefs concerning future events, including but not limited to the
expected completion and timing of the proposed transaction, expected
benefits and costs of the proposed transaction, management plans and
other information relating to the proposed transaction, strategies and
objectives of Ellie Mae for future operations and other information
relating to the proposed transaction. Without limiting the foregoing,
the words “believes,” “anticipates,” “plans,” “expects,” “intends,”
“forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,”
“potential,” “predict,” “project,” “projection,” “target,” “seek,”
“may,” “will,” “could,” “should,” “would,” “assuming,” and similar
expressions are intended to identify forward-looking statements. You
should read any such forward-looking statements carefully, as they
involve a number of risks, uncertainties and assumptions that may cause
actual results to differ significantly from those projected or
contemplated in any such forward-looking statement. Those risks,
uncertainties and assumptions include (i) the risk that the proposed
transaction may not be completed in a timely manner or at all, which may
adversely affect Ellie Mae’s business and the price of the common stock
of Ellie Mae, (ii) the failure to satisfy any of the conditions to the
consummation of the proposed transaction, including the adoption of the
Merger Agreement by the stockholders of Ellie Mae and the receipt of
certain regulatory approvals, (iii) the occurrence of any event, change
or other circumstance or condition that could give rise to the
termination of the Merger Agreement, (iv) the effect of the announcement
or pendency of the proposed transaction on Ellie Mae’s business
relationships, operating results and business generally, (v) risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the proposed
transaction, (vi) risks related to diverting management’s attention from
Ellie Mae’s ongoing business operations, (vii) the outcome of any legal
proceedings that may be instituted against Ellie Mae related to the
Merger Agreement or the proposed transaction, (viii) unexpected costs,
charges or expenses resulting from the proposed transaction, and (ix)
other risks described in Ellie Mae’s filings with the SEC, such as its
Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
Forward-looking statements speak only as of the date of this
communication or the date of any document incorporated by reference in
this document. Except as required by applicable law or regulation, Ellie
Mae does not assume any obligation to update any such forward-looking
statements whether as the result of new developments or otherwise.

© 2019 Ellie Mae, Inc. Ellie Mae®, Encompass®, AllRegs®, Mavent®,
Velocify®, the Ellie Mae logo and other trademarks or service marks of
Ellie Mae, Inc. appearing herein are the property of Ellie Mae, Inc. or
its subsidiaries. All rights reserved. Other company and product names
may be trademarks or copyrights of their respective owners.

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