Acxiom Corporation (NASDAQ:ACXM) Files An 8-K Other Events
Item8.01
| Other Events. |
On November 17, 2016, Acxiom Corporation, a Delaware corporation
(the Company) issued a press release announcing its entry into a
merger agreement (the Arbor Merger Agreement) with Arbor
Technologies, Inc., a Delaware corporation (Arbor), and Dojo
Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of the Company (Arbor Merger Sub), as well as its
entry into a merger agreement (the Circulate Merger Agreement)
with Circulate.com, Inc., a Delaware corporation (Circulate), and
Echo Acquisition Sub, Inc., a Delaware corporation and wholly
owned subsidiary of the Company (Circulate Merger Sub).A copy of
the press release is attached hereto as Exhibit 99.1.
On the terms and subject to the conditions set forth in the Arbor
Merger Agreement and subject to the applicable provisions of the
General Corporation Law of the State of Delaware (DGCL), Arbor
Merger Sub has been merged with and into Arbor (the Arbor Merger)
and Arbor will continue as the surviving corporation and become a
wholly owned subsidiary of the Company.On the terms and subject
to the conditions set forth in the Circulate Merger Agreement and
subject to the applicable provisions of the DGCL, Circulate
Merger Sub will be merged with and into Circulate (the Circulate
Merger, and together with the Arbor Merger, the Mergers) and
Circulate will continue as the surviving corporation and become a
wholly owned subsidiary of the Company.
Subject to certain customary adjustments, the aggregate cash
purchase price for outstanding shares and vested stock options
for the Mergers will equal approximately $140 million in the
aggregate, net of cash acquired.The aggregate value of the merger
consideration for the Arbor Merger and the Circulate Merger with
respect to assumed unvested options and (in the case of the Arbor
Merger) the shares of Company common stock, par value $0.10 per
share (Company Common Stock), subject to the Holdback
Arrangements (as described below) is expected to equal
approximately $50 million and be reported by the Company as
non-cash stock compensation over the applicable vesting periods.
Arbor Merger
On November 21, 2017, the parties closed the Arbor Merger.
Under the terms of the Arbor Merger Agreement, upon consummation
of the Arbor Merger, each outstanding share of capital stock of
Arbor (excluding (A) cancelled shares, (B) dissenting shares and
(C) restricted shares) was cancelled and converted into the right
to receive the applicable per share merger consideration (the
Arbor Per Share Consideration).
Effective upon consummation of the Arbor Merger, Arbor stock
options that were vested were cancelled and converted into the
right to receive an amount in cash, for each share subject to the
vested option, equal to the Arbor Per Share Consideration over
the options exercise price.Arbor stock options that were unvested
and held by certain individuals, including continuing employees,
were to be assumed by the Company (the Assumed Arbor Options) and
will continue to have, and be subject to, substantially the same
terms (including vesting) set forth in Arbors 2014 Equity
Incentive Plan, as amended, and the related option agreements,
except that such Assumed Arbor Options will be exercisable for
shares of Company Common Stock at an exchange ratio determined
based on the weighted average closing sale price of one share of
Company Common Stock during the ten consecutive trading days
ending on the second trading day before the closing of the Arbor
Merger.
Certain portions of the merger consideration otherwise payable in
respect of shares of restricted Arbor common stock held by
certain key employees of Arbor are further subject to holdback by
the Company (each a Holdback Arrangement) and will vest over
thirty (30) months post-closing, subject to the applicable key
employee continuing to provide services to the Company through
each vesting date and vesting acceleration upon a qualifying
termination of employment.Each Holdback Arrangement will be
settled in shares of Company Common Stock on each vesting date.
The Arbor Merger Agreement contains customary representations,
warranties and covenants of Arbor and the Company as well as
certain indemnification provisions, whereby the stockholders and
vested optionholders of Arbor will indemnify the Company and its
affiliated parties for certain losses suffered in connection with
the Arbor Merger.The Arbor Merger Agreement also contains
customary closing conditions, including the adoption of the Arbor
Merger Agreement and approval of the Arbor Merger by Arbors
stockholders; all such closing conditions have been satisfied or
waived.
Following the closing of the Arbor Merger, the Company intends to
grant new awards of restricted stock units to select employees of
Arbor to induce them to accept employment with the Company (the
Arbor Inducement Awards).The Arbor Inducement Awards will have an
approximate grant date fair value of $11 million in the
aggregate.The Arbor Inducement Awards will vest over three years
with 34% of the total vesting on the first anniversary of the
closing date of the Arbor Merger and 8.25% vesting each three
months thereafter, subject to the employees continued service
through each vesting date.
Circulate Merger
Under the terms of the Circulate Merger Agreement, upon
consummation of the Circulate Merger, each outstanding share of
capital stock of Circulate (excluding (A) cancelled shares, and
(B) dissenting shares) will be cancelled and converted into the
right to receive the applicable per share merger consideration
(the Circulate Per Share Consideration).
Effective upon consummation of the Circulate Merger, Circulate
stock options that are vested will be cancelled and converted
into the right to receive an amount in cash, for each share
subject to the vested option, equal to the Circulate Per Share
Consideration over the options exercise price.Circulate stock
options that are unvested and held by certain individuals,
including continuing employees, will be assumed by the Company
(the Assumed Circulate Options), and will continue to have, and
be subject to, substantially the same terms (including vesting)
set forth in Circulates 2009 Stock Plan, as amended, and the
related option agreements, except that such Assumed Circulate
Options will be exercisable for shares of Company Common Stock at
an exchange ratio to be determined based on the weighted average
closing sale price of one share of Company Common Stock during
the twenty consecutive trading days ending on the second trading
day before the closing of the Circulate Merger.
The Circulate Merger Agreement contains customary
representations, warranties and covenants of Circulate and the
Company as well as certain indemnification provisions, whereby
the stockholders and vested optionholders of Circulate will
indemnify the Company and its affiliated parties for certain
losses suffered in connection with the Circulate Merger.
The Circulate Merger Agreement also contains customary closing
conditions, including the adoption of the Circulate Merger
Agreement and approval of the Circulate Merger by Circulates
stockholders.The only vote of the Circulate stockholders
necessary to approve and adopt the Circulate Merger and the
Circulate Merger Agreement is the affirmative vote or written
consent of at least (a) at least 50% of the Circulate capital
stock, voting together as a single class, on an as-converted to
common stock basis, (b) at least 50% of the Circulate preferred
stock, voting together as a single class, on an as-converted to
common stock basis (such approval, the Circulate Stockholder
Approval).On November 17, 2016, the Circulate stockholders
holding voting power sufficient to effect the Circulate
Stockholder Approval adopted the Circulate Merger and approved
the Circulate Merger Agreement and accordingly, the Circulate
Stockholder Approval has been obtained.However, as a condition to
the consummation of the Circulate Merger, Circulate must deliver
to the Company evidence that (i) at least 90% of the outstanding
shares of Circulate capital stock, voting together as a single
class on an as-converted to common stock basis, and (ii) each
Circulate stockholder who individual holds at least one and a
half percent of the of the outstanding shares of Circulate
capital stock, voting together as a single class on an
as-converted to common stock basis, in each case, have either (a)
executed a written consent adopting the Circulate Merger and
approving the Circulate Merger Agreement or (b) waived in writing
their appraisal rights in connection with the Circulate Merger.
As of the date hereof, such condition to the consummation of the
Circulate Merger has not been met.
The parties expect to close the Circulate Merger in the third
quarter of fiscal 2017.
Following the closing of the Circulate Merger, the Company
intends to grant new awards of restricted stock units to select
employees of Circulate to induce them to accept employment with
the Company (the Circulate Inducement Awards).The Circulate
Inducement Awards will have an approximate grant date fair value
of $10 million in the aggregate.The Circulate Inducement Awards
granted to certain key employees of Circulate will vest over two
years with 50% of the total vesting on the first anniversary of
the closing date of the Circulate Merger and 12.5% vesting each
three months thereafter, subject to the employees continued
service through each vesting date and vesting acceleration upon a
qualifying termination as set forth in the applicable employees
offer letter with the Company.The Circulate Inducement Awards
granted to all other Circulate employees will vest incrementally
over four years with 25% of the total vesting on the first
anniversary of the closing date of the Circulate Merger and 25%
vesting each 12 months thereafter, subject to the employees
continued service through each vesting date.
Following the closing of the Circulate Merger, the Company will
pay cash transaction bonuses to certain Circulate employees to
satisfy a compensation arrangement adopted by Circulate prior to
the consummation of the Circulate Merger.The value of these
transaction bonuses will approximate $2.25 million.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
|
| 99.1 |
Press Release, dated November 17, 2016, announcing Acxiom Corporations entry into the Merger Agreement with Arbor Technologies, Inc. and Dojo Merger Sub, Inc. and its entry into the Merger Agreement with Circulate.com, Inc. and Echo Acquisition Sub, Inc. |
About Acxiom Corporation (NASDAQ:ACXM)
Acxiom Corporation (Acxiom) is a technology and enablement services company. The Company operates through three business segments: Marketing Services, Audience Solutions, and Connectivity. The Company’s Marketing Services segment helps clients to unify data at individual level. The Audience Solutions segment helps clients to validate the accuracy of their people-based data, enhance it with additional insight and keep it up to date, enabling clients to reach desired audiences with relevant messages. The Connectivity segment activates data and makes it portable across the open marketing ecosystem. The Company serves a global client base from locations in the United States, Europe and the Asia-Pacific region. The Company’s client base includes organizations in these regions across industry verticals, including financial, insurance and investment services, automotive, retail, telecommunications, healthcare, travel, entertainment, non-profit and government. Acxiom Corporation (NASDAQ:ACXM) Recent Trading Information
Acxiom Corporation (NASDAQ:ACXM) closed its last trading session up +0.20 at 27.01 with 352,942 shares trading hands.