Everbridge, Inc. (NASDAQ:EVBG) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
On April3, 2018, Everbridge Holdings Limited (“Holdings”), a wholly-owned subsidiary of Everbridge, Inc. (the “Company”), closed on the acquisition of 184,746,970 shares of Unified Messaging Systems ASA (“UMS”) that had been tendered to a voluntary tender offer by Holdings to purchase all of the outstanding shares of UMS (the “Acquisition”). Together with purchases made by Holdings on the open market, Holdings now holds 186,484,989 shares of UMS, representing approximately 94.2% of the total shares in UMS on a fully diluted basis. to a Transaction Agreement (the “Transaction Agreement”) dated February 13, 2018, by and among Holdings, the Company, and UMS, Holdings paid 1.37 Norwegian kroner per share of UMS. Based on this price, the aggregate price paid by Holdings for the tendered UMS shares was approximately 253million Norwegian kroner
In addition, Holdings has entered into conditional purchase agreements with holders of options to purchase 2,285,000 shares of capital stock of UMS (the “Options”), whereby Holdings will purchase the Options at a price equal to the difference between the Offer price and the exercise price for the Options, subject to closing of the Offer. The aggregate purchase price for the Options is 1,066,700 Norwegian kroner. Holdings expects to close on the purchase of the Options by the middle of April.
Holdings intends to initiate a compulsory acquisition of the remaining outstanding shares of UMS in accordance with applicable laws and propose that an application is filed with the Oslo Stock Exchange to de-list the shares of UMS.
The foregoing description of the transactions contemplated by the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed February20, 2018 and incorporated herein by reference. The Transaction Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Holdings or UMS.
| Item 2.01 | Regulation FD Disclosure. |
On April3, 2018, the Company issued a press release regarding the Acquisition, a copy of which is attached hereto as Exhibit 99.1.
Item 2.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired |
To the extent required by this item, the financial statements of UMS will be filed by amendment no later than May2, 2018.
| (b) | Pro Forma Financial Information |
To the extent required by this item, pro forma financial information will be filed by amendment no later than May2, 2018.
| * | Previously filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.001-37874), filed with the Securities and Exchange Commission on February 20, 2018, and incorporated herein by reference. |
2
EVERBRIDGE, INC. ExhibitEX-99.1 2 d566919dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Everbridge Completes Voluntary Tender Offer for Unified Messaging Systems ASA BURLINGTON,…To view the full exhibit click here
About Everbridge, Inc. (NASDAQ:EVBG)
Everbridge, Inc. is a global enterprise software company that provides applications, which automate the delivery of information to help keep people safe and businesses running. During critical business events or man-made or natural disasters, over 3,000 global customers rely on the Everbridge platform to construct and deliver contextual notifications to millions of people at one time. Its platform sent over one billion messages and offers the ability to reach over 200 countries and territories with secure delivery to over 100 different communication devices. A set of applications enable companies, hospitals, agencies, states, cities and towns to address issues related to weather and man-made incidents, IT outages and cyberattacks, safety of traveling staff, and facilitate regulation-compliant messaging. It serves eight of the 10 United States cities, eight of the 10 United States-based investment banks, 24 of the 25 busiest North American airports, and six of the 10 global automakers.