Evolving Systems,Inc. (NASDAQ:EVOL) Files An 8-K Entry into a Material Definitive Agreement

Evolving Systems,Inc. (NASDAQ:EVOL) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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On August12, 2017, Evolving Systems Holdings Limited (“EVOL Holdings), a wholly owned subsidiary of Evolving Systems,Inc., entered into a Share Purchase Agreement (the “Purchase Agreement”) with Lumata Holdings Limited (“Lumata Holdings” or “Seller”) and Franciso Partners III (Caymen) L.P, (“Guarantor”) (the “Acquisition”). EVOL Holdings and Seller are both companies incorporated under the laws of England and Wales.

Completion of the Acquisition will occur on the earliest of (a)the first business day after the date EVOL Holdings procures a policy of insurance with respect to performance under a customer contract to be transferred; or (b)the Seller obtains confirmation that its current insurance relating to the customer contract is transferable; or (c)thirty days from the date of execution of the Agreement (the “Conditions”). Upon satisfaction of the Conditions, the Acquisition will be completed and EVOL Holdings will: (a)acquire all of the issued and outstanding shares of four (4)Lumata Holdings subsidiaries – Lumata France SAS, Lumata Spain S.L., Lumata UK Ltd. and Lumata Deutschland GmbH (“Lumata Entities”); (b)make a cash payment totaling €4 million, subject to certain adjustments. Upon Completion, the Seller and certain members of the Seller’s management will enter into Management Warranty Deeds to secure Lumata Holdings’ representations and warranties under the Purchase Agreement and, to the extent the amounts provided under the Management Warranty Deeds are not sufficient to satisfy post-closing claims, EVOL Holdings may seek recovery from the Guarantor in an amount not to exceed €400,000.

The press release announcing the transaction, dated August16, 2017, is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.

Text of the Purchase Agreement. The full text of the Purchase Agreement, the Management Warranty Deeds and the press release issued in connection with the announcement are attached as Exhibits 10.1, 10.2 and 99.1, respectively, to this Current Report on Form8-K. The foregoing descriptions are qualified in their entirety by reference to such exhibits.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

a) Financial Statements of Business Acquired.

No financial statements of the Lumata Entities are required to be filed with respect to the Acquisition.

b) Pro Forma Financial Statements.

No pro forma financial statements are required to be filed.

d) Exhibits. The following exhibits are filed or furnished with this report.

ExhibitNo.

Description

10.1

Share Purchase Agreement entered into between Evolving Systems Holdings Limited and Lumata Holdings Limited and Franciso Partners III (Caymen) L.P., dated August12, 2017.

10.2

Formof Management Warranty Deed

99.1

Press Release issued by Evolving Systems,Inc. announcing the acquisition of the Lumata entities.


EVOLVING SYSTEMS INC Exhibit
EX-10.1 2 a17-20721_1ex10d1.htm EX-10.1 Exhibit 10.1   SHARE PURCHASE AGREEMENT relating to the entire issued share capital of:   Lumata France SAS Lumata Spain S.L. Lumata UK Ltd Lumata Deutschland GmbH   LUMATA HOLDINGS LIMITED   and   THE GUARANTOR   and   THE PURCHASER   12 August 2017   41 Lothbury London EC2R 7HF Tel: +44 20 7972 9600 Fax: +44 20 7972 9602   i   TABLE OF CONTENTS       Page Nos.       1. DEFINITIONS AND INTERPRETATION 1       2. SALE AND PURCHASE 7       3. CONSIDERATION 7       4. GUARANTEE 7       5. COMPLETION 8       6. PERIOD BEFORE COMPLETION 9       7. LEAKAGE 9       8. RELEASE OF INTRA-GROUP GUARANTEES 10       9. TRANSITIONAL ARRANGEMENTS 10       10. WARRANTIES 10       11. TAX INFORMATION 13       12. ANNOUNCEMENTS AND CONFIDENTIALITY 14       13. NOTICES 15       14. GENERAL 16   ii   Agreed Form Documents:   1.                                         Warranty Deed 2.                                         Voting Power of Attorney 3.                                         Resignation Letters 4.                                         Locked Box Accounts   iii   THIS AGREEMENT is made on 12 August 2017   PARTIES   (1)                                     Lumata Holdings Limited,…
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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.

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