Concurrent Computer Corporation (NASDAQ:CCUR) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01.
Escrow Agreement; Non-Competition and Non-Solicitation Agreement
On December 15, 2017, Concurrent Computer Corporation (the “Company”) and Vecima Networks Inc. (“Vecima” or the “Purchaser”) entered into an Escrow Agreement and Non-Competition and Non-Solicitation Agreement. Each agreement was executed in connection with the transactions contemplated by the Asset Purchase Agreement entered into by the Company and Vecima on October 13, 2017 to which, among other things, the Company will sell and transfer all of the Company’s assets and certain liabilities primarily related to the Company’s “content delivery” business to the Purchaser for a purchase price of $29 million (subject to a net working capital adjustment) (the “Asset Sale”). Capitalized terms used but not defined herein shall have the meanings set forth in the Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Form 8-K filed by the Company on October 16, 2017.
Under the Escrow Agreement, the full preliminary cash purchase price amount to be paid to the Company in connection with the Asset Sale will be delivered by Vecima to the Escrow Agent. The Escrow Agent will hold the preliminary cash purchase price amount in escrow in a segregated account from December 15, 2017 until December 31, 2017. The Company and Purchaser have agreed that the Closing Date of the transactions contemplated by the Asset Purchase Agreement will be December 31, 2017. Under the terms of the Escrow Agreement, the preliminary cash purchase price amount will be deemed to be immediately released to and vest in the Company free and clear of any claim of the Purchaser on December 31, 2017 and will be delivered by the Escrow Agent to the Company in accordance with the terms of the Escrow Agreement. On December 31, 2017, the Asset Sale will be deemed consummated and the effective date of the Non-Competition and Non-Solicitation Agreement will occur.
Under the terms of the Escrow Agreement, the $1.45 million escrow amount will be held in escrow by the Escrow Agent with respect to the Company’s indemnification obligations to the Purchaser under the Asset Purchase Agreement, which amount will be released to the Company on or before December 31, 2018 (less any portion of the escrow used to make indemnification or purchase price adjustment payments to the Purchaser).
Under the terms of the Non-Competition and Non-Solicitation Agreement, the Company agrees that for a period of three years following the closing of the Asset Sale, it will not (i) directly or indirectly, alone or in association with any other person, own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business focused on the development, marketing, and supporting of software applications and solutions for video content delivery and storage technologies (a “Content Delivery Business”) anywhere in the world, (ii) without the written consent of the Purchaser, have any direct or indirect interest in any person that engages in any Content Delivery Business or competes with the Content Delivery Business of the Seller, as conducted as of the date of the closing of the transactions under the Asset Purchase Agreement, or (iii) directly or indirectly, solicit or recruit any employees being transferred as set forth in the Asset Purchase Agreement or to encourage any such employee to terminate his or her employment with the Purchaser.
A copy of the Escrow Agreement is attached hereto as Exhibit 2.1, and the description of the material terms of the Escrow Agreement in this Item 1.01 is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference. A copy of the Non-Competition and Non-Solicitation Agreement is attached hereto as Exhibit 2.2, and the description of the material terms of the Non-Competition and Non-Solicitation Agreement in this Item 1.01 is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
Forward Looking Statements
Certain statements in this communication constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “see,” “continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,” and similar expressions, and may include references to assumptions and relate to Concurrent’s future prospects, developments and business strategies. Except for the historical information contained herein, the matters discussed in this communication are forward-looking statements that involve risks and uncertainties that may cause Concurrent’s actual results to be materially different from such forward-looking statements and could materially adversely affect its business, financial condition, operating results and cash flows. These risks and uncertainties include the occurrence of any event, change or other circumstances that could give rise to the termination of the Asset Purchase Agreement; general business conditions; changes in overall economic conditions that impact consumer spending; the impact of competition; and other factors which are often beyond the control of Concurrent, as well other risks listed in Concurrent’s Form 10-K filed September 20, 2017 and the Definitive Proxy Statement to Section 14(a) of the Securities Exchange Act of 1934 filed November 6, 2017 with the Securities and Exchange Commission and risks and uncertainties not presently known to Concurrent or that Concurrent currently deems immaterial. Concurrent wishes to caution you that you should not place undue reliance on such forward-looking statements, which speak only as of the date on which they were made. Concurrent does not undertake any obligation to update forward-looking statements, except as required by law.
MediaRelations: Sandra Dover (678)258-4112 [email protected]
Doug Sherk (415) 652-9100
The following exhibits are filed herewith:
CONCURRENT COMPUTER CORP/DE ExhibitEX-2.1 2 tv481452_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”),…To view the full exhibit click
About Concurrent Computer Corporation (NASDAQ:CCUR)
Concurrent Computer Corporation is a software and solutions company that develops applications on a foundation of high performance Linux and storage technologies. The Company’s business is composed of two segments: products and services. Its content delivery solutions consist of software, hardware and services for streaming video content to various consumer devices and storing and managing content in the network. Its streaming video and storage products and services are deployed by service providers to support consumer-facing video applications, including live broadcast video, video-on-demand (VOD) and time-shifted video services, such as cloud-based digital video recording (cDVR). Its multi-workload, scale-out storage products are suited for a range of enterprise information technology (IT) and video applications. Its real-time solutions consist of real-time Linux operating system versions, development and performance optimization tools, simulation software and other system software.