ADESTO TECHNOLOGIES CORPORATION (NASDAQ:IOTS) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

7 years ago

ADESTO TECHNOLOGIES CORPORATION (NASDAQ:IOTS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.

Acquisition Overview

On May9, 2018, the Company completed its acquisition of 50% of the issued capital (the “Acquisition”) of S3 Asic Semiconductors Limited, a private company limited by shares and incorporated in Ireland (“S3”), to the Share Purchase Agreement dated as of May9, 2018 (the “Agreement”). S3 is headquartered in Ireland and its subsidiaries are in the United States, Portugal and the Czech Republic. S3 and its subsidiaries are engaged in the business of tailoring silicon solutions to service providers, original equipment manufacturers and semiconductor vendors.

Consideration and Earn-Outs

Subject to the terms and conditions of the Agreement, the Company agreed to the Acquisition for an aggregate base purchase price of $35 million, subject to adjustments for working capital and reductions for indebtedness (the “Completion Payment”). The Completion Payment was paid by the Company entirely in cash to the sellers under the Agreement, except that a portion was withheld therefrom and will be contributed to an escrow account.

The Company may become obligated to make earn-out consideration payments to the sellers (the “Earn-out”). The obligation of the Company to pay the Earn-Out is based on S3’s performance under the Financial Measure Earn-Out, the Performance Indicators Earn-out, and the Unit Revenue Earn-out, as each are defined below. The aggregate amount potentially payable to the Earn-Out based on the S3’s revenue during a period beginning April1, 2018 and ending March31, 2019 (the “Financial Measure Earn-Out) is $10.95 million. The aggregate amount potentially payable to the Earn-out based on S3’s entry into and performance under certain supply contracts during a period beginning April1, 2018 and ending December31, 2018 (the “Performance Indicators Earn-out”) is $4.60 million. The aggregate amount potentially payable to the Earn-out based on S3’s revenues earned from the sales of semi-conductor devices during a period from January1, 2019 until December31, 2019 (the Unit Revenue Earn-out) is $1.40 million.

Representations and Warranties

The Agreement contains customary representations and warranties of each of the Company and certain of the sellers. The representations and warranties of each party set forth in the Agreement have been made solely for the benefit of the other parties to the Agreement, and such representations and warranties should not be relied on by any other person. Such representations and warranties (i)have been qualified by a disclosure letter that the parties have exchanged in connection with the execution of the agreement, (ii)are subject to certain materiality standards, (iii)were made as of a specific date and in certain cases limited to a particular period, and (iv)may have been used for purposes of allocating risks between the respective parties rather than establishing matters of fact. Accordingly, no person should rely on the representations and warranties as characterizations of the actual state of facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the execution of the Agreement.

Approvals

Each of the directors and members, as applicable, of the Company and S3 and its subsidiaries approved the Agreement and/or related transactions, as appropriate.

The foregoing description of the Agreement (including the description of the consideration paid and payable in connection with the Acquisition) does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is filed as Exhibit 2.01 to this Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The description of the Acquisition set forth in Item 1.01 above is incorporated by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements required to be filed under Item 9.01(a)of this Current Report on Form8-K will be filed by amendment to this Current Report on Form8-K no later than 71 days after the date on which this Current Report on Form8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial information required to be filed under Item 9.01(b)of this Current Report on Form8-K will be filed by amendment to this Current Report on Form8-K no later than 71 days after the date on which this Current Report on Form8-K is required to be filed.

(d)Exhibits.

* Schedules and exhibits have been omitted to Item 601(b)(2)of Regulation S-K. Adesto Technologies Corporation hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

ADESTO TECHNOLOGIES Corp ExhibitEX-2.1 2 a18-13568_1ex2d1.htm EX-2.1 Exhibit 2.01 EXECUTION VERSION DATED 9 MAY 2018 THE PERSONS AND ENTITIES NAMED IN Part 1 OF SCHEDULE 1 THE PERSONS AND ENTITIES NAMED IN PART 2 OF SCHEDULE 1 ADESTO TECHNOLOGIES CORPORATION SHARE PURCHASE AGREEMENT TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. SALE AND PURCHASE 14 3. CONSIDERATION 14 4. OPENING ACCOUNTS 15 5. COMPLETION 16 6. WARRANTIES 16 7. INDEMNITIES 18 8. LIMITATIONS ON THE SELLERS LIABILITY 18 9. CLAIMS 22 10. BUYER WARRANTIES 22 11. USE OF CONFIDENTIAL INFORMATION BY KEY SELLERS 23 12. FURTHER UNDERTAKINGS 23 13. GENERAL 25 SCHEDULE 1 Part 1 : The Key Sellers and the Shares [omitted] Part 2 : Other Sellers (Nominees) [omitted] Part 3 : Other Sellers [omitted] SCHEDULE 2 INFORMATION CONCERNING THE GROUP [omitted] Part 1 : The Company [omitted] Part 2 : The Subsidiaries [omitted] SCHEDULE 3 COMPLETION ARRANGEMENTS 30 Part 1 : Sellers Obligations 30 Part 2 : Buyers Obligations 33 SCHEDULE 4 REORGANISATION DOCUMENTS [omitted] Part 1 : Business Transfer Agreement [omitted] Part 2 : Ancillary Irish Reorganisation Documents [omitted] SCHEDULE 5 WARRANTIES 34 Part 1 : Fundamental Warranties 34 Part 2 : General Warranties 36 Part 3 : Tax Warranties 72 SCHEDULE 6 COPIES OF THE ASSIGNMENT,…To view the full exhibit click here
About ADESTO TECHNOLOGIES CORPORATION (NASDAQ:IOTS)
Adesto Technologies Corporation is a provider of application-specific and ultra-low power non-volatile memory products. The Company optimizes its non-volatile memory products for Internet of Things (IoT), applications, including current and next-generation Internet-connected devices in the consumer, industrial, medical and wearables markets. It operates in application-specific and feature-rich, ultra-low power non-volatile memory (NVM) products segment. It combines its non-volatile memory design capabilities with intellectual property and differentiated technology platforms to deliver products that manage the overall energy consumption of its customers’ systems and battery life. Its products feature embedded intelligence in a small form factor. It sells its products directly to original equipment manufacturers and original design manufacturers, respectively that manufacture products for its end customers.