Evolving Systems,Inc. (NASDAQ:EVOL) Files An 8-K Completion of Acquisition or Disposition of AssetsITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On July3, 2017, Evolving Systems,Inc., a Delaware corporation (the “Company”), completed the previously announced purchase by BLS Limited (“EVOL BLS”), a wholly owned subsidiary of the Company, of Business Logic Systems Limited (“Seller”). EVOL BLS and Seller are both companies incorporated under the laws of England and Wales. Under the terms of the Asset Purchase Agreement, dated as of May5, 2017 (the “Purchase Agreement”), the Seller will sell substantially all of its assets and transfer certain liabilities relating to Seller’s business of providing customer value management solutions and data driven marketing solutions for £1.2M in cash, plus (a)an additional sum of £100K, reduced by the sums paid by EVOL BLS for certain employee severance obligations (collectively, the “Cash Payments”); (b)a percentage of collections on certain receivables over a 24 month period; and (c)an earnout equal to 50% of BLS based revenue over defined threshold levels for a period of 3years after the closing date. The Company agreed to guarantee EVOL BLS’ obligations under the Purchase Agreement.
The Purchase Agreement contains a two year “no solicitation” provision which restricts the Seller’s ability to compete with EVOL BLS with respect to the BLS business or to solicit BLS customers or BLS employees serving in an executive, managerial, sales or technical role.
The full text of the Asset Purchase Agreement and the press release issued in connection with the announcement are attached as Exhibits 2.1 and 99.1, respectively, to this Current Report on Form8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
d) Exhibits. The following exhibits are filed with this report.
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ExhibitNo. |
Description |
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2.1 |
Asset Purchase Agreement dated as of May5, 2017, by and among Evolving Systems,Inc., Evolving Systems BLS Limited, a wholly owned subsidiary of Evolving Systems, and Business Logic Systems Limited. |
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99.1 |
Press Release issued by Evolving Systems,Inc. announcing the closing of the acquisition of Business Logic Systems Limited. |
EVOLVING SYSTEMS INC ExhibitEX-2.1 2 a17-16929_1ex2d1.htm EX-2.1 Exhibit 2.1 DATED 5 MAY 2017 (1) BUSINESS LOGIC SYSTEMS LIMITED AND (2) EVOLVING SYSTEMS BLS LIMITED AND (3) EVOLVING SYSTEMS INC. ASSET PURCHASE AGREEMENT TABLE OF CONTENTS Page No. 1 INTERPRETATION 1 2 PHASE 1 OF THE INTERIM PERIOD 10 3 PHASE 2 OF THE INTERIM PERIOD 10 4 CONDITION 11 5 AGREEMENT TO SELL AND PURCHASE 12 6 PURCHASE PRICE 13 7 PRE-COMPLETION OBLIGATIONS 13 8 COMPLETION 13 9 WARRANTIES 14 10 LIMITATIONS ON CLAIMS 15 11 LIABILITIES OF THE SELLER AND THE BUYER 16 12 VALUE ADDED TAX 16 13 RISK AND INSURANCE 17 14 THE EMPLOYEES 17 15 THE BUSINESS CONTRACTS 20 16 BOOK DEBTS AND QUALIFYING RECEIVABLES 21 17 RESTRICTIONS ON SELLER 21 18 GUARANTEE 23 19 GROSSING UP 24 20 CONFIDENTIAL INFORMATION 24 21 ANNOUNCEMENTS 25 22 FURTHER ASSURANCE 25 23 ASSIGNMENT 25 24 ENTIRE AGREEMENT 26 25 VARIATION AND WAIVER 26 26 COSTS 26 27 NOTICES 26 28 INTEREST 27 29 SEVERANCE 28 30 AGREEMENT SURVIVES COMPLETION 28 31 THIRD PARTY RIGHTS 28 32 SUCCESSORS 28 33 COUNTERPARTS 28 34 RIGHTS AND REMEDIES 28 35 GOVERNING LAW AND JURISDICTION 28 THIS AGREEMENT is made on 5 MAY2017 BETWEEN: (1) BUSINESS LOGIC SYSTEMS LIMITED incorporated and registered in England and Wales with company number 3536760 whose registered office is at Buckingham House,…To view the full exhibit click here
About Evolving Systems,Inc. (NASDAQ:EVOL)
Evolving Systems, Inc. is a provider of software solutions for service enablement, on-device activation and management of services for connected devices for network operators. The Company operates in two segments: license fees and services revenue, and customer support revenue. Its service activation solution, Tertio is used to activate voice, video and data services for wireless, wireline and cable network operators. Its Subscriber Identity Module (SIM) card activation solution, Dynamic SIM Allocation is used to allocate and assign resources to Mobile Network Operators devices that rely on SIM cards. Its Mobile Data Enablement solution provides a data consumption and policy management solution for wireless carriers and Mobile Virtual Network Operators that monitor the usage and consumption of data services. Its Total Number Management product is an automated database solution that enables operators to manage their telephone numbers, as well as other communication identifiers.
