ARI NETWORK SERVICES, INC. (NASDAQ:ARIS) Files An 8-K Other Events
Item 8.01. Other Events.
On June 21, 2017, ARI Network Services, Inc. (the Company) issued
a press release announcing its entry into an agreement and plan
of merger dated June 20, 2017 (the Merger Agreement) with
Expedition Holdings LLC, a Delaware limited liability company
(the Parent), and Expedition Merger Sub, Inc., a Wisconsin
corporation and a direct wholly owned subsidiary of the Parent
(the MergerSub), and also disseminated communications to its
employees related to the transactions contemplated under Merger
Agreement. The press release and communications are attached
hereto as Exhibits 99.1, 99.2, 99.3 and 99.4 and are incorporated
by reference herein. The Parent and the MergerSub are affiliates
of investment funds advised by True Wind Capital Management, LLC,
a private equity firm.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
|
Exhibit No. |
Description |
|
99.1 |
Press Release dated June 21, 2017 |
|
99.2 |
Memorandum to Employees |
|
99.3 |
True Wind Capital Acquisition Frequently Asked Questions |
|
99.4 |
Employee Presentation |
Additional Information and Where to Find It
The Company plans to file with theSecurities and Exchange
Commission (SEC)and furnish its shareholders a proxy statement in
connection with the proposed transaction. SHAREHOLDERS OF THE
COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
TRANSACTION.Investors and shareholders will be able to obtain
free copies of these documents and other documents filed with
theSECbythe Companythrough the website maintained by
theSECatwww.sec.gov or by going tothe CompanysInvestor
Relations website at investor.arinet.com and clicking on
the SEC Filings tab.
This report is neither a solicitation of proxy, an offer to
purchase nor a solicitation of an offer to sell any securities,
and it is not a substitute for any proxy statement or other
filings that may be made with the SEC should the transaction
proceed.
Participants in the Solicitation
The directors and executive officers ofthe Company may be deemed
to be participants in the solicitation of proxies from the
shareholders ofthe Companyin connection with the proposed
acquisition. Information regarding the interests of these
directors and executive officers in the transaction described
herein will be included in the proxy statement described above.
Additional information regardingthe Companys directors and
executive officers is also included inthe Companysdefinitive
proxy statement for its 2017 Annual Meeting of Shareholders,
which was filed with theSEConNovember 28, 2016. These documents
are available free of charge as described in the preceding
paragraph.
ARI NETWORK SERVICES INC /WI ExhibitEX-99.1 2 exhibit991.htm PRESS RELEASE DATED JUNE 21,…To view the full exhibit click here About ARI NETWORK SERVICES, INC. (NASDAQ:ARIS)
ARI Network Services, Inc. (ARI) provides Website, software and data solutions. The Company’s solutions include Lead Generation and eCommerce Websites, eCatalogs, Business Management Software, Digital Marketing Services. It offers a menu of Website add-ons, including a mobile inventory management application, third-party inventory integrations and business management integrations. Its eCatalog solutions offer access to its library of electronic product content through a suite of software-as-a-service (SaaS) and data-as-a-service (DaaS) solutions. Its Business Management Software solutions are offered in the automotive tire and wheel aftermarket (ATW) aftermarket under the TCS Technologies, an ARI Company brand name. ARI’s Digital Marketing Services include search engine optimization, e-mail marketing, search engine marketing (PPC), online reputation management and online directory management. The Company’s other solutions include software, professional services and hosting services.