CA, Inc. (NASDAQ:CA) Files An 8-K Entry into a Material Definitive Agreement


CA, Inc. (NASDAQ:CA) Files An 8-K Entry into a Material Definitive Agreement


Entry into a Material Definitive Agreement.

On November 30, 2016, CA Europe Srl (Purchaser), an existing,
wholly owned subsidiary of CA, Inc. (the Company), entered into
an agreement with Unicorn Luxembourg II S.r.l., a company
incorporated under the laws of Luxembourg (Seller), to acquire
50% of the equity interests in Sellers wholly owned subsidiary
Automic Holding GmbH (Automic), a company incorporated under the
laws of Austria and engaged, through its wholly owned
subsidiaries, in the development and sale of IT solutions (such
agreement, the Purchase Agreement).

to the Purchase Agreement, and subject to the terms and
conditions contained therein, Purchaser will acquire Automic for
aggregate cash consideration of approximately EUR 600 million.
The cash consideration is net of cash and cash equivalents
acquired of approximately EUR 27 million, and consists of (i) a
purchase price payable to Seller of approximately EUR 411 million
for equity interests in Automic and (ii) amounts payable in
connection with the satisfaction of certain financial
indebtedness of Automic. The purchase price payable to Seller is
subject to certain adjustments as described in the Purchase

The closing of the transaction is generally subject to the
satisfaction of customary closing conditions, including, among
others, the receipt of required antitrust regulatory approvals.

The Purchase Agreement contains customary representations,
warranties and covenants, and termination provisions, and
provides for indemnification by Seller in certain circumstances.

The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase 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 Purchase

Item7.01 Regulation FD Disclosure.

On December 1, 2016, the Company issued a press release
announcing entry into the Purchase Agreement. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.

In accordance with General InstructionB.2. of Form8-K, the
information in this Current Report on Form8-K furnished to
Item7.01, including Exhibit99.1, 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



2.1 Agreement for the Sale and Purchase of all shares in Automic
Holding GmbH, dated as of November 30, 2016, between Unicorn
Luxembourg II S.r.l. and CA Europe Srl. (Certain schedules
referenced in this agreement have been omitted in accordance
with Item601(b)(2) ofRegulationS-K. A copy of any omitted
schedule will be furnished supplementally to the U.S.
Securities and Exchange Commission upon request.)

Press release of CA, Inc. dated December 1, 2016.

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 00.00 at 31.96 with 2,786,260 shares trading hands.