ARI NETWORK SERVICES, INC. (NASDAQ:ARIS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.
Submission of Matters to a Vote of Securities
Holders.
On August28, 2017, ARI Network Services, Inc. (ARI) held a
special meeting of shareholders (the Special Meeting). As of the
record date, July 28, 2017, there were 17,369,872 shares of ARI
common stock outstanding and entitled to vote at the Special
Meeting. At the Special Meeting, 11,386,718 shares, or
approximately 66% of all outstanding shares of Common Stock, were
present either in person or by proxy. Three matters were included
in the notice of Special Meeting for consideration at the Special
Meeting, with the Board of Directors of ARI recommending a vote
FOR in connection with each of the proposals, as further
described in the definitive proxy statement and related
supplement filed with the Securities and Exchange Commission on
July 31, 2017 and August 17, 2017, respectively (as supplemented
, the Definitive Proxy Statement).
Proposal No.1 (the Merger Proposal) was to consider and vote on
the proposal to approve and adopt the Agreement and Plan of
Merger dated as of June 20, 2017 (the Merger Agreement), by and
among ARI, Expedition Holdings LLC, a Delaware limited liability
company (Parent), and Expedition Merger Sub, Inc., a Wisconsin
corporation and a direct wholly owned subsidiary of Parent (the
Merger Sub), to which Merger Sub will be merged with and into ARI
(the Merger), with ARI surviving the Merger as a direct wholly
owned subsidiary of Parent.
Proposal No.2 (the Adjournment Proposal) was to consider and vote
on any proposal to adjourn the Special Meeting to a later date or
dates if necessary or appropriate to solicit additional proxies
if there were insufficient votes to adopt the Merger Agreement at
the time of the Special Meeting.
Proposal No.3 (the Merger Compensation Proposal) was to consider
and vote on the proposal to approve, by non-binding, advisory
vote, compensation that will or may become payable by ARI to its
named executive officers in connection with the Merger.
The Adjournment Proposal was not considered at the Special
Meeting. The Merger Proposal and the Merger Compensation Proposal
were approved. The table below shows the final voting results
from the Special Meeting.
|
For |
Against |
Abstain |
Broker Non- Votes |
|
Proposal 1 The Merger Proposal |
11,203,785 |
134,387 |
48,546 |
|
Proposal 3 The Merger Compensation |
10,070,052 |
1,191,764 |
124,902 |
ARI, Parent and Merger Sub anticipate that the Merger will be
completed on August 29, 2017, and, in any event, no later than
August 30, 2017, in accordance with the terms of the Merger
Agreement.
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.
