CIBER,Inc. (NYSE:CBR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On March20, 2017, Ciber,Inc. (the Company) entered into an Asset
Purchase Agreement (the Asset Purchase Agreement) with Infor
(US),Inc. (Infor), to which, upon the terms and subject to the
conditions of the Asset Purchase Agreement,Infor agreed to
purchase from the Company certain assets of the Company,
including certain proprietary rights owned by, or licensed to,
the Company and certain accounts receivable, contractual rights
as well as certain personal property, books and records, data,
marketing collateral and other assets, as specifically set forth
in the Asset Purchase Agreement (collectively, the Acquired
Assets). The Acquired Assets comprise the Companys business of
selling and delivering professional information technology
solutions and other services in connection with Infors software
products (the Business).

As aggregate consideration for the Acquired Assets,Infor will
assume certain liabilities (the Assumed Liabilities) and will pay
to the Company an amount equal to $15.0 million at the closing of
the contemplated transaction. The Asset Purchase Agreement
contains customary covenants of the Company, including, among
others, the Companys covenant to (i)operate its business in the
ordinary course of business consistent with past practice between
the execution of the Asset Purchase Agreement and the closing of
the transactions contemplated thereby; (ii)provide access to
properties and records and maintaining confidentiality; (iii)take
actions necessary in relation to the parties obtaining required
consents, if any, from regulatory authorities and
government-sponsored entities and (iv)not solicit acquisition
proposals. Additionally, (A)for a period of three years
commencing on the closing of the transaction, the Company
covenants that it will not (i)engage in or operate in any
competitive activities with the Business; or (ii)hire or offer to
hire any Transferred Employee (as defined in the Asset Purchase
Agreement) who is then employed by Infor or one of its
affiliates; and (B)for a period of two years commencing on the
closing of the transaction, the Company covenants that it will
not solicit its existing customers of the Business as it relates
to the Business.

The Asset Purchase Agreement may be terminated under certain
circumstances, including (i)the parties mutual agreement; (ii)the
non-terminating partys material uncured breach of the Asset
Purchase Agreement; (iii)the failure of the closing to occur by
or on March24, 2017; or (iv)the failure of the parties to obtain
or receive any required consents from regulatory authorities
and/or government-sponsored entities. The transaction
contemplated by the Asset Purchase Agreement is subject to
certain closing conditions, including among others, (i)at least
90% of all specified Business Employees (as defined in the Asset
Purchase Agreement), and 50% of certain identified key Business
Employees, accepting offers of employment with Infor and (ii)the
refinancing of the Companys indebtedness to a financing
transaction on substantially the terms described therein.

In connection with the closing of the transactions contemplated
by the Asset Purchase Agreement,Infor expects to hire a
substantial majority of the Companys employees. The Asset
Purchase Agreement also contemplates the entry by the parties
into a Transition Services Agreement as of the closing of the
transaction, to which the Company will provide certain support
services to Infor to facilitate its operation of the Acquired
Assets. The Company agreed to indemnify Infor and its affiliates
after the closing of the transaction against losses arising from
all liabilities of the Company other than the Assumed
Liabilities. Infor agreed to indemnify the Company and its
affiliates against losses arising from the Assumed Liabilities.

The foregoing description of the Asset Purchase Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Asset Purchase Agreement, which
is filed as Exhibit2.1 to this Form8-K and is hereby incorporated
by reference in this Item 1.01.

About CIBER, Inc. (NYSE:CBR)

Ciber, Inc. (Ciber) is a global information technology (IT) services company. The Company operates in two segments: North America and International. Its Ciber International segment primarily consists of countries in Western Europe and the Nordic region. Its North America segment is organized into service offerings, which include Independent Software Vendor Relationships (ISV)/Channel Partner Platforms, Managed Services, Business Consulting, Application Development and Management (ADM)/Staffing, and Software-as-a-Service (SaaS). It provides project management, application and technical consulting, and database administration for both implementation projects and managed-services engagements. It also provides a solution, Ciber Compliance Suite, which helps SAP customers monitor the usage of their SAP systems. Its business consulting offering helps clients manage their business by offering expertise in IT strategy, enterprise architecture and vertical business processes.

CIBER, Inc. (NYSE:CBR) Recent Trading Information

CIBER, Inc. (NYSE:CBR) closed its last trading session up +0.010 at 0.480 with 1,268,266 shares trading hands.