Guidewire Software, Inc. (NYSE:GWRE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On December18, 2016, Guidewire Software, Inc., a Delaware
corporation (Guidewire), and Igloo Acquisition Sub, Inc., a
California corporation and wholly owned subsidiary of Guidewire
(the Merger Sub), entered into an Agreement and Plan of Merger
(the Merger Agreement) with Power Management Group, Inc., a
California corporation (Seller), and ISCS, Inc., a California
corporation and wholly owned subsidiary of Seller (the Company),
and Andrew Scurto and Timothy Shelton (together, the Key
Stakeholders). to the Merger Agreement, the Merger Sub will merge
with and into the Company, with the Company continuing as the
surviving corporation and becoming a wholly owned subsidiary of
Guidewire (the Merger).
The aggregate consideration payable in exchange for all of the
outstanding equity interests of the Company is approximately
$160million in cash. The consideration is subject to adjustment
based on (i)working capital adjustment provisions, (ii)the amount
of any Company transaction expenses, indebtedness or other
transaction related payments that remain unpaid as of the closing
of the acquisition and (iii)indemnification obligations of the
Seller and the Key Stakeholders after the closing of the
acquisition. A portion of the consideration will be 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 Merger Agreement contains customary representations,
warranties and covenants by Guidewire, the Merger Sub, the
Seller, the Company and the Key Stakeholders. The closing of the
Merger is subject to customary closing conditions as described in
the Merger Agreement. The description of the Merger Agreement
contained in this Item 1.01 is qualified in its entirety by the
Merger Agreement filed as Exhibit 2.1 hereto.
A copy of the press release announcing the signing of the Merger
Agreement is attached hereto as Exhibit99.1.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description of Exhibits |
|
| 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 December18, 2016. |
|
| 99.1 |
Press release dated December19, 2016, titled Guidewire to Acquire ISCS. |
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 -1.03 at 51.33 with 908,050 shares trading hands.