Guidewire Software, Inc. (NYSE:GWRE) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01
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Completion of Acquisition or Disposition of Assets. |
On February16, 2017, Guidewire Software, Inc., a Delaware
corporation (Guidewire), completed its previously announced
acquisition of ISCS, Inc., a California corporation (ISCS) and
wholly owned subsidiary of Power Management Group, Inc., a
California corporation (Seller), to that certain Agreement and
Plan of Merger (the Merger Agreement), dated December18, 2016, by
and among Guidewire, ISCS, Seller, Igloo Acquisition Sub, Inc., a
California corporation and wholly owned subsidiary of Guidewire
(the Merger Sub), and Andrew Scurto and Timothy Shelton
(together, the Key Stakeholders).
to the Merger Agreement, the Merger Sub merged with and into
ISCS, with ISCS continuing as the surviving corporation and
becoming a wholly owned subsidiary of Guidewire (the Merger).
The aggregate consideration paid in exchange for all of the
outstanding equity interests of ISCS was approximately
$160million in cash. A portion of the consideration has been
placed into an escrow account as partial security to satisfy any
potential claims under the indemnification obligations of the
Seller and the Key Stakeholders described in the Merger
Agreement.
The description of the Merger Agreement contained in this Item
2.01 is qualified in its entirety by the full text of the Merger
Agreement. A copy of the Merger Agreement was previously filed as
Exhibit 2.1 to Guidewires Current Report on Form 8-K filed with
the Securities and Exchange Commission on December19, 2016, and
is incorporated herein by reference.
A copy of the press release announcing the closing of the Merger
is attached hereto as Exhibit 99.1.
| Item9.01 | Financial Statements and Exhibits. |
(a) Financial Statement of Businesses Acquired.
(b) Pro Forma Financial Information.
The financial statements required by Item9.01(a) and the pro
forma financial information required by Item9.01(b) have not been
included in this filing and will be filed by amendment to this
Current Report on Form 8-K not later than seventy-one
(71)calendar days after the date that this Current Report on Form
8-K must be filed.
(d)
Exhibits.
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Exhibit No. |
Description of Exhibits |
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| 2.1* |
Agreement and Plan of Merger, by and among Guidewire Software, Inc., Igloo Acquisition Sub, Inc., Power Management Group, Inc., ISCS, Inc., Andrew Scurto and Timothy Shelton dated December16, 2016. |
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| 99.1 |
Press release dated February16, 2017, titled Guidewire Completes Acquisition of ISCS; Announces Availability of Cloud-Based, All-in-One Solution. |
| * |
Incorporated by reference to Exhibit 2.1 filed with registrants Current Report on Form 8-K, filed December19, 2016. |
About Guidewire Software, Inc. (NYSE:GWRE)
Guidewire Software, Inc. is a provider of software products for property and casualty (P&C) insurers. The Company’s software serves as a technology platform for P&C insurance carriers. The Company’s InsurancePlatform consists of three elements: core transaction processing, data management and analytics, and digital engagement. The Company sells its products to a range of global P&C insurance carriers ranging from global insurers to national carriers to regional carriers. The Company’s core transaction processing includes Guidewire InsuranceSuite, Guidewire PolicyCenter, Guidewire ClaimCenter, Guidewire BillingCenter and InsuranceSuite Add-on Modules. The Company’s data management and analytics includes Guidewire DataHub, Guidewire InfoCenter, Guidewire Live and Guidewire Predictive Analytics. The Company’s digital engagement includes Guidewire Digital Portals. Guidewire Software, Inc. (NYSE:GWRE) Recent Trading Information
Guidewire Software, Inc. (NYSE:GWRE) closed its last trading session down -0.45 at 55.73 with 286,230 shares trading hands.