EXLSERVICE HOLDINGS, INC. (NASDAQ:EXLS) Files An 8-K Completion of Acquisition or Disposition of AssetsITEM 2.01
On July 1, 2018, ExlService Holdings, Inc. (the “Company”), through its wholly owned subsidiary ExlService.com, LLC (“Buyer”) and Buyer’s wholly owned subsidiary ExlService Cayman Merger Sub (“Merger Sub”), completed the acquisition of SCIOInspire Holdings Inc. (“SCIO”) to its previously announced Agreement of Merger (the “Merger Agreement”) dated April 28, 2018. to the Merger Agreement, Merger Sub merged with and into SCIO, with SCIO continuing as the surviving corporation and a wholly owned subsidiary of Buyer (the “Merger”). SCIO is a health analytics solution and services company serving over 100 healthcare organizations representing over 130 million covered lives across the continuum including providers, health plans, PBMs, employers, health services and global life sciences companies.
The aggregate consideration payable at closing of the merger was $236.5 million based on completion of diligence, which amount was adjusted based on, among other things, SCIO’s cash, debt, working capital position and other adjustments as of the Closing as set forth in the Merger Agreement. A portion of the merger consideration was placed into escrow for post-Closing working capital adjustments and certain indemnifiable matters under the Merger Agreement. Immediately prior to the consummation of the Merger, certain members of the senior management team of SCIO exchanged approximately $4 million in shares of SCIO for 69,459 newly-issued shares of restricted common stock of the Company in a private exchange. This share exchange reduced, dollar for dollar, the cash amount paid by the Company at Closing, which was paid with a combination of cash on hand and borrowing from its credit facility. The shares of the Company issued to each such senior management team members are subject to a two-year lock-up period unless he or she is terminated without cause.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. A copy of the press release issued by the Company concerning the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of business acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed.
(d) Exhibits.
| Exhibit No. | Description |
| 2.1 | Agreement of Merger, dated April 28, 2018, by and among ExlService.com, LLC, ExlService Cayman Merger Sub, and SCIOInspire Holdings Inc. to Item 601(b)(2) of Regulation S-K promulgated by the SEC, certain schedules to this agreement have been omitted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, any or all of such omitted schedules. |
| 99.1 | Press release dated July 2, 2018. |
ExlService Holdings, Inc. ExhibitEX-2.1 2 tv497868_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT OF MERGER by and among SCIOINSPIRE HOLDINGS,…To view the full exhibit click here
About EXLSERVICE HOLDINGS, INC. (NASDAQ:EXLS)
ExlService Holdings, Inc. is an operations management and analytics company. The Company operates through two segments: Operations Management and Analytics. The Company offers operations management solutions to the insurance, healthcare, banking and financial services, utilities, and travel, transportation and logistics industries. The Company offers analytics solutions for the banking and financial services, healthcare and insurance industries. Its operations management solutions include its delivery model, the Business EXLerator Framework, deployment of Business Process-as-a-Service (BPaaS) delivery model, business process automation (including robotics), consulting-driven transformation and its industry vertical focused approach. It specializes in the areas of claims processing, subrogation, premium and benefit administration, agency management, account reconciliation, policy research, underwriting support, new business processing, policy servicing, premium audit and surveys.