Covisint Corporation (NASDAQ:COVS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
On June 5, 2017, Covisint Corporation, a Michigan corporation
(the Company), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Open Text Corporation, a Canadian
corporation (Open Text) and Cypress Merger Sub, Inc., a Michigan
corporation and a wholly-owned subsidiary of Open Text (Merger
Sub).
(the Company), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Open Text Corporation, a Canadian
corporation (Open Text) and Cypress Merger Sub, Inc., a Michigan
corporation and a wholly-owned subsidiary of Open Text (Merger
Sub).
The Merger Agreement provides, among other things, that, subject
to the terms and conditions set forth therein, Merger Sub will
merge with and into the Company (the Merger), with the Company
remaining as the surviving corporation in the Merger in
accordance with the terms of the Merger Agreement and the
Michigan Business Corporation Act.
to the terms and conditions set forth therein, Merger Sub will
merge with and into the Company (the Merger), with the Company
remaining as the surviving corporation in the Merger in
accordance with the terms of the Merger Agreement and the
Michigan Business Corporation Act.
At the effective time of the Merger (the Effective Time), each
outstanding share of the Companys common stock, no par value (the
Common Stock) (other than shares owned by the Company or any of
its subsidiaries or Open Text or any of its subsidiaries
(including Merger Sub), which shall be cancelled), will
automatically be converted into the right to receive $2.45 in
cash, less applicable withholding taxes, if any (the Merger
Consideration).
outstanding share of the Companys common stock, no par value (the
Common Stock) (other than shares owned by the Company or any of
its subsidiaries or Open Text or any of its subsidiaries
(including Merger Sub), which shall be cancelled), will
automatically be converted into the right to receive $2.45 in
cash, less applicable withholding taxes, if any (the Merger
Consideration).
As of the Effective Time, all Company Options (as defined in the
Merger Agreement), Other Company Equity Based Awards (as defined
in the Merger Agreement), Company Restricted Stock Awards (as
defined in the Merger Agreement) and Company RSUs (as defined in
the Merger Agreement) that are outstanding immediately prior to
the Effective Time, whether vested or unvested, shall be
cancelled by virtue of the Merger and without any action on the
part of the holders thereof. Holders of vested Company Options
and Other Company Equity Based Awards will be entitled to receive
a cash payment equal to the product of (1) the excess, if any, of
the Merger Consideration over the exercise price of such Company
Option or Other Company Equity Based Award and (2) the number of
shares of Common Stock that may be acquired upon exercise of such
Company Option or the number of shares subject to such Other
Company Equity Award, as applicable, immediately prior to the
Effective Time (the Option and Other Company Equity Based Award
Consideration). Holders of unvested Company Options or Other
Company Equity Based Awards will be entitled to receive an amount
in cash equal to the Option and Other Company Equity Based Award
Consideration, subject to ongoing vesting requirements. Holders
of Company Restricted Stock Awards and Company RSUs will be
entitled to the Merger Consideration in respect of each share
underlying such Company Restricted Stock Award or Company RSU,
subject to ongoing vesting requirements.
Merger Agreement), Other Company Equity Based Awards (as defined
in the Merger Agreement), Company Restricted Stock Awards (as
defined in the Merger Agreement) and Company RSUs (as defined in
the Merger Agreement) that are outstanding immediately prior to
the Effective Time, whether vested or unvested, shall be
cancelled by virtue of the Merger and without any action on the
part of the holders thereof. Holders of vested Company Options
and Other Company Equity Based Awards will be entitled to receive
a cash payment equal to the product of (1) the excess, if any, of
the Merger Consideration over the exercise price of such Company
Option or Other Company Equity Based Award and (2) the number of
shares of Common Stock that may be acquired upon exercise of such
Company Option or the number of shares subject to such Other
Company Equity Award, as applicable, immediately prior to the
Effective Time (the Option and Other Company Equity Based Award
Consideration). Holders of unvested Company Options or Other
Company Equity Based Awards will be entitled to receive an amount
in cash equal to the Option and Other Company Equity Based Award
Consideration, subject to ongoing vesting requirements. Holders
of Company Restricted Stock Awards and Company RSUs will be
entitled to the Merger Consideration in respect of each share
underlying such Company Restricted Stock Award or Company RSU,
subject to ongoing vesting requirements.
The Board of Directors of the Company (the Company Board) has (1)
approved, adopted and declared advisable the Merger Agreement,
(2) determined that the Merger and other transactions
contemplated in the Merger Agreement are in the best interests of
the Company and its shareholders, (3) authorized and approved the
execution, delivery and performance of the Merger Agreement and
(4) resolved to recommend approval of the Merger Agreement by the
shareholders of the Company, who will be asked to vote on the
approval of the Merger Agreement at a special shareholders
meeting which will be held on a date to be announced.
approved, adopted and declared advisable the Merger Agreement,
(2) determined that the Merger and other transactions
contemplated in the Merger Agreement are in the best interests of
the Company and its shareholders, (3) authorized and approved the
execution, delivery and performance of the Merger Agreement and
(4) resolved to recommend approval of the Merger Agreement by the
shareholders of the Company, who will be asked to vote on the
approval of the Merger Agreement at a special shareholders
meeting which will be held on a date to be announced.
The closing of the Merger is subject to customary closing
conditions including, but not limited to, the approval of the
Merger Agreement by the affirmative vote of the holders of at
least a majority of all outstanding shares of the Companys Common
Stock. Consummation of the Merger is not subject to a financing
condition.
conditions including, but not limited to, the approval of the
Merger Agreement by the affirmative vote of the holders of at
least a majority of all outstanding shares of the Companys Common
Stock. Consummation of the Merger is not subject to a financing
condition.
The Company has made customary representations, warranties and
covenants in the Merger Agreement, including, among others,
covenants (1) to conduct its business in the ordinary course
during the period between the execution of the Merger Agreement
and the Effective Time, (2) not to engage in certain types of
transactions during this period unless agreed to in writing by
Open Text, (3) to convene and hold a meeting of its shareholders
for the purpose of obtaining the shareholder approval and (4)
subject to certain exceptions, not to withhold, withdraw or
modify in a manner adverse to Open Text the recommendation of the
Company Board that the Companys shareholders approve the Merger
Agreement.
covenants in the Merger Agreement, including, among others,
covenants (1) to conduct its business in the ordinary course
during the period between the execution of the Merger Agreement
and the Effective Time, (2) not to engage in certain types of
transactions during this period unless agreed to in writing by
Open Text, (3) to convene and hold a meeting of its shareholders
for the purpose of obtaining the shareholder approval and (4)
subject to certain exceptions, not to withhold, withdraw or
modify in a manner adverse to Open Text the recommendation of the
Company Board that the Companys shareholders approve the Merger
Agreement.
The Merger Agreement contains customary non-solicitation
restrictions prohibiting the Company, its subsidiaries, and its
and their respective representatives from soliciting alternative
acquisition proposals from third parties or providing information
to or participating in discussions or negotiations with third
parties regarding alternative acquisition proposals, subject to
customary exceptions relating to superior proposals, or those
proposals that would reasonably be expected to lead to a superior
proposal (as described in the Merger Agreement).
restrictions prohibiting the Company, its subsidiaries, and its
and their respective representatives from soliciting alternative
acquisition proposals from third parties or providing information
to or participating in discussions or negotiations with third
parties regarding alternative acquisition proposals, subject to
customary exceptions relating to superior proposals, or those
proposals that would reasonably be expected to lead to a superior
proposal (as described in the Merger Agreement).
The Merger Agreement contains certain termination rights for the
Company and Open Text. Upon termination of the Merger Agreement
under specified circumstances, the Company will be required to
pay Open Text a termination fee of $3,850,000. Specifically, if
the Merger Agreement is terminated (1) by Open Text upon a change
in recommendation of the Company Board, (2) by Open Text in
connection with the Companys willful breach of its
non-solicitation restrictions, (3) by the Company upon a change
in recommendation of the Company Board in response to an
intervening event, (4) by the Company to enter into a definitive
agreement for a superior proposal or (5) (i) because the Companys
shareholders did not approve the Merger or because the Merger was
not consummated on or prior to the close of banking business, New
York time, on September 30, 2017, or because the Company
materially breached its obligations or covenants or breached its
representations or warranties after June 5, 2017, (ii) during the
term of the Merger Agreement, a third-party proposal is publicly
announced or privately made known to the Companys shareholders
and not withdrawn, and (iii) within 12 months the Company signs
and subsequently consummates an alternative transaction.
Company and Open Text. Upon termination of the Merger Agreement
under specified circumstances, the Company will be required to
pay Open Text a termination fee of $3,850,000. Specifically, if
the Merger Agreement is terminated (1) by Open Text upon a change
in recommendation of the Company Board, (2) by Open Text in
connection with the Companys willful breach of its
non-solicitation restrictions, (3) by the Company upon a change
in recommendation of the Company Board in response to an
intervening event, (4) by the Company to enter into a definitive
agreement for a superior proposal or (5) (i) because the Companys
shareholders did not approve the Merger or because the Merger was
not consummated on or prior to the close of banking business, New
York time, on September 30, 2017, or because the Company
materially breached its obligations or covenants or breached its
representations or warranties after June 5, 2017, (ii) during the
term of the Merger Agreement, a third-party proposal is publicly
announced or privately made known to the Companys shareholders
and not withdrawn, and (iii) within 12 months the Company signs
and subsequently consummates an alternative transaction.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Merger
Agreement, a copy of which is filed with this Current Report on
Form 8-K as Exhibit 2.1 and the terms of which are incorporated
by reference herein.
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Merger
Agreement, a copy of which is filed with this Current Report on
Form 8-K as Exhibit 2.1 and the terms of which are incorporated
by reference herein.
The Merger Agreement has been included to provide investors with
information regarding its terms. It is not intended to provide
any other factual information about the Company. The
representations, warranties and covenants contained in the Merger
Agreement were made only for purposes of the Merger Agreement as
of the specific dates therein, were solely for the benefit of the
parties to the Merger Agreement, may be subject to limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors
are not third-party beneficiaries under the Merger Agreement and
should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the parties thereto or any of
their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of representations and
warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in
the Companys public disclosures.
information regarding its terms. It is not intended to provide
any other factual information about the Company. The
representations, warranties and covenants contained in the Merger
Agreement were made only for purposes of the Merger Agreement as
of the specific dates therein, were solely for the benefit of the
parties to the Merger Agreement, may be subject to limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors
are not third-party beneficiaries under the Merger Agreement and
should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the parties thereto or any of
their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of representations and
warranties may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in
the Companys public disclosures.
Voting Agreements
Also on June 5, 2017, certain of the executive officers and each
director of the Company (together the Shareholders) entered into
voting agreements (the Voting Agreements) with Open Text. Under
the Voting Agreements, the Shareholders have agreed, among other
things, that during the period ending on the earlier to occur of
(1) the Effective Time, (2) the termination of the Merger
Agreement in accordance with its terms and (3) at the option of
the Shareholder, upon Open Texts receipt of written notice by the
Shareholder following any amendment or modification to the Merger
Agreement that materially adversely affects the Shareholder (the
Voting Period), the Shareholders will vote their respective
Subject Shares (as defined therein) as provided therein,
including in favor of the approval of the Merger Agreement, and
against any other action, proposal, agreement or transaction made
in opposition to or competition with the Merger or the Merger
Agreement to the fullest extent permitted by applicable law. As
of June 1, 2017, the Shares included 502,894 shares of Common
Stock, which represented approximately 1.2% of the total
outstanding shares of Common Stock on such date.
director of the Company (together the Shareholders) entered into
voting agreements (the Voting Agreements) with Open Text. Under
the Voting Agreements, the Shareholders have agreed, among other
things, that during the period ending on the earlier to occur of
(1) the Effective Time, (2) the termination of the Merger
Agreement in accordance with its terms and (3) at the option of
the Shareholder, upon Open Texts receipt of written notice by the
Shareholder following any amendment or modification to the Merger
Agreement that materially adversely affects the Shareholder (the
Voting Period), the Shareholders will vote their respective
Subject Shares (as defined therein) as provided therein,
including in favor of the approval of the Merger Agreement, and
against any other action, proposal, agreement or transaction made
in opposition to or competition with the Merger or the Merger
Agreement to the fullest extent permitted by applicable law. As
of June 1, 2017, the Shares included 502,894 shares of Common
Stock, which represented approximately 1.2% of the total
outstanding shares of Common Stock on such date.
The foregoing description of the Voting Agreement is qualified in
its entirety by the full text of such agreement, which is
attached hereto as Exhibit 10.1, and is incorporated by reference
herein.
its entirety by the full text of such agreement, which is
attached hereto as Exhibit 10.1, and is incorporated by reference
herein.
Item 8.01 Other Events.
On June 5, 2017, the Company and Open Text issued a joint press
release announcing the entry into the Agreement. The press
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
release announcing the entry into the Agreement. The press
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Forward-Looking Statements
The disclosure on this Current Report on Form 8-K contains
statements that are forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements include any statement that is not based on historical
fact, including statements containing the words believes, may,
plans, will, could, should, estimates, continues, anticipates,
intends, expects, and similar expressions. The Company intends
that such forward-looking statements be subject to the safe
harbors created thereby. All forward-looking statements are based
on current expectations regarding important risk factors and
should not be regarded as a representation by the Company or any
other person that the results expressed therein will be achieved.
Important factors that could cause actual results to differ
materially from those contained in any forward-looking statement
include (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Merger Agreement, (2) the failure to obtain the requisite
approval of the Companys shareholders or the failure to satisfy
other closing conditions, (3) risks related to disruption of
managements attention from the Companys on-going business
operations due to the pending transaction and, (4) the effect of
the announcement of the pending transaction on the ability of the
Company to retain and hire key personnel, maintain relationships
with its customers and suppliers, and maintain its operating
results and business generally. Additional risks are described
under Item IA, Risk Factors in the Companys periodic filings with
the Securities and Exchange Commission (SEC), including the
Companys Annual Report on Form 10-K for the fiscal year ended
March 31, 2017 filed on June 5, 2017. Given these uncertainties,
undue reliance should not be placed on these forward-looking
statements. The Company assumes no obligation to revise or update
any forward-looking statements for any reason, except as required
by law.
statements that are forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements include any statement that is not based on historical
fact, including statements containing the words believes, may,
plans, will, could, should, estimates, continues, anticipates,
intends, expects, and similar expressions. The Company intends
that such forward-looking statements be subject to the safe
harbors created thereby. All forward-looking statements are based
on current expectations regarding important risk factors and
should not be regarded as a representation by the Company or any
other person that the results expressed therein will be achieved.
Important factors that could cause actual results to differ
materially from those contained in any forward-looking statement
include (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Merger Agreement, (2) the failure to obtain the requisite
approval of the Companys shareholders or the failure to satisfy
other closing conditions, (3) risks related to disruption of
managements attention from the Companys on-going business
operations due to the pending transaction and, (4) the effect of
the announcement of the pending transaction on the ability of the
Company to retain and hire key personnel, maintain relationships
with its customers and suppliers, and maintain its operating
results and business generally. Additional risks are described
under Item IA, Risk Factors in the Companys periodic filings with
the Securities and Exchange Commission (SEC), including the
Companys Annual Report on Form 10-K for the fiscal year ended
March 31, 2017 filed on June 5, 2017. Given these uncertainties,
undue reliance should not be placed on these forward-looking
statements. The Company assumes no obligation to revise or update
any forward-looking statements for any reason, except as required
by law.
Important Additional Information and Where to Find It
In connection with the proposed transaction, the Company will
file with the SEC and mail or otherwise provide to its
shareholders a proxy statement regarding the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANYS
SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN
ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the proxy statement and other
documents that the Company files with the SEC (when available)
from the SECs website at www.sec.gov and the Companys website at
http://investors.covisint.com. In addition, the proxy statement
and other documents filed by the Company with the SEC (when
available) may be obtained from Company free of charge by
directing a request to Covisint Corporation, Attention:
Secretary, 26533 Evergreen Road, Suite 500, Southfield, Michigan
48076 or by calling (248) 483-2000.
file with the SEC and mail or otherwise provide to its
shareholders a proxy statement regarding the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANYS
SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN
ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and security
holders may obtain a free copy of the proxy statement and other
documents that the Company files with the SEC (when available)
from the SECs website at www.sec.gov and the Companys website at
http://investors.covisint.com. In addition, the proxy statement
and other documents filed by the Company with the SEC (when
available) may be obtained from Company free of charge by
directing a request to Covisint Corporation, Attention:
Secretary, 26533 Evergreen Road, Suite 500, Southfield, Michigan
48076 or by calling (248) 483-2000.
The Company and its directors, executive officers and employees
may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Company shareholders with respect to
the proposed acquisition of the Company. Security holders may
obtain information regarding the names, affiliations and
interests of such individuals in the Companys Annual Report on
Form 10-K for the fiscal year ended March 31, 2017, filed with
the SEC on June 5, 2017. Additional information regarding the
interests of such individuals in the proposed acquisition of
Company will be included in the proxy statement relating to such
acquisition when it is filed with the SEC. These documents may be
obtained free of charge from the SECs website at www.sec.gov and
Companys website at http://investors.covisint.com.
may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Company shareholders with respect to
the proposed acquisition of the Company. Security holders may
obtain information regarding the names, affiliations and
interests of such individuals in the Companys Annual Report on
Form 10-K for the fiscal year ended March 31, 2017, filed with
the SEC on June 5, 2017. Additional information regarding the
interests of such individuals in the proposed acquisition of
Company will be included in the proxy statement relating to such
acquisition when it is filed with the SEC. These documents may be
obtained free of charge from the SECs website at www.sec.gov and
Companys website at http://investors.covisint.com.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of June 5, 2017,
among Covisint Corporation, Open Text Corporation, and Cypress Merger Sub, Inc. |
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10.1
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Form of Voting Agreement, dated as of June 5, 2017,
between each director and certain executive officers of the Company and Open Text Corporation. |
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99.1
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Press release, dated June 5, 2017, announcing the
Agreement. |
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Schedules have been omitted to Item 601(b)(2) of
Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Covisint Corporation
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Date: June 5, 2017
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By:
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/s/ Samuel M. Inman, III
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Name:
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Samuel M. Inman, III
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Title:
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of June 5, 2017,
among Covisint Corporation, Open Text Corporation, and Cypress Merger Sub, Inc. |
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10.1
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Form of Voting Agreement, dated as of June 5, 2017,
between each director and certain executive officers of the Company and Open Text Corporation. |
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99.1
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Joint press release, dated June 5, 2017, announcing the
Agreement. |
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Schedules have been omitted
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About Covisint Corporation (NASDAQ:COVS)
Covisint Corporation provides an open, enterprise class cloud platform (Platform) enabling organizations to build solutions that identify, authenticate and connect users, devices, applications and information. The Company’s Auto Supply Portal is involved in the development and integration of three cloud-based technologies, such as identity management, data integration and exchange services, and portal services. The Company’s Platform is delivered through the cloud as a Platform as a Service (PaaS). The Company’s Platform supports production-critical applications, and offers security, scalability and reliability. The Platform’s various capabilities include Identity services, Messaging and orchestration services and Internet of Things (IoT) Services. Its customers include large, across the globe distributed organizations and mid-sized organizations with external business relationships, as well as the participants in their business relationships.
