CA, INC. (NASDAQ:CA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On March6, 2017, CA, Inc., a Delaware corporation (the Company),
Vanguard Acquisition Co., a Delaware corporation and wholly-owned
subsidiary of the Company (Merger Sub), Veracode, Inc., a
Delaware corporation (the Seller), and Shareholder Representative
Services LLC, as the Securityholders Agent, entered into an
Agreement and Plan of Merger (the Merger Agreement). to the
Merger Agreement, and upon the terms and subject to the
conditions thereof, Merger Sub shall be merged with and into the
Seller, and the separate existence of Merger Sub shall cease. The
Seller, a leading provider of application security testing, will
continue as the surviving corporation in the merger and a
wholly-owned subsidiary of the Company.
to the Merger Agreement, and subject to the terms and conditions
contained therein, the securityholders of the Seller shall
receive in the aggregate cash consideration of approximately $614
million for equity interests in the Seller. The purchase price
payable to the securityholders of the Seller is subject to
certain adjustments as described in the Merger Agreement.
The closing of the transaction is subject to the satisfaction of
customary closing conditions, including, among others, the
receipt of required antitrust regulatory approvals.
The Merger Agreement contains customary representations,
warranties, covenants and agreements, and termination provisions,
and provides for indemnification by the securityholders of the
Seller in certain circumstances.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of
which is attached hereto as Exhibit 2.1 and incorporated herein
by reference. There can be no assurance that the conditions to
closing referenced above will be satisfied or that the
transaction will be completed as provided in the Merger
Agreement.
Item7.01 Regulation FD Disclosure.
On March6, 2017, the Company issued a press release announcing
entry into the Merger Agreement. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
In accordance with General Instruction B.2. of Form 8-K, the
information in this Current Report on Form 8-K furnished to
Item7.01, including Exhibit 99.1, shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the liability
of that section, and it shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| ExhibitNumber | Description | |
| 2.1 |
Agreement and Plan of Merger, dated as of March 6, 2017, by and among CA, Inc., a Delaware corporation, Vanguard Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of CA, Inc., Veracode, Inc., a Delaware corporation, and Shareholder Representative Services LLC, as the Securityholders Agent. (Certain schedules referenced in the agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the U.S. Securities and Exchange Commission upon request.) |
|
| 99.1 | Press release of CA, Inc. dated March 6, 2017. |
About CA, INC. (NASDAQ:CA)
CA, Inc. (CA) is engaged in providing software solutions enabling customers to plan, develop, manage and secure applications and enterprise environments across distributed, cloud, mobile and mainframe platforms. The Company operates through three business segments: Mainframe Solutions, Enterprise Solutions and Services. Its Mainframe Solutions and Enterprise Solutions segments comprise the Company’s software business organized by the nature of its software offerings and the platform on which the products operate. The Services segment comprises product implementation, consulting, customer education, customer training and application management services. CA’s Mainframe Solutions segment consists of various product offerings, including Application Development, Databases and Database Management, Security & Compliance, and Systems and Operations Management. The Enterprise Solutions segment consists of various product offerings, including Agile Management, DevOps and Security. CA, INC. (NASDAQ:CA) Recent Trading Information
CA, INC. (NASDAQ:CA) closed its last trading session up +0.34 at 32.82 with 3,831,727 shares trading hands.
