Guidewire Software, Inc. (NYSE:GWRE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

As consideration for the Mergers as described under Item 1.01 above and incorporated by reference into this Item 1.01, Parent has agreed to issue an aggregate of approximately 1.6million shares of its common stock to certain stockholders of Cyence as a portion of the consideration in connection with the acquisition of Cyence. Of those shares, approximately 260,000 are in the form of deferred equity consideration, which are subject to the achievement of certain retention and operating milestones. The final number of shares of Parent’s common stock to be issued in connection with the acquisition will be subject to certain adjustments as set forth in the Merger Agreement.

The proposed issuance of shares of Parent’s common stock to certain security holders of Cyence in accordance with the terms and subject to the conditions set forth in the Merger Agreement will be made in reliance on the private offering exemption of Section4(a)(2) of the Securities Act of 1933, as amended.

(d) Exhibits.

Guidewire Software, Inc. Exhibit
EX-99.1 2 d466103dex991.htm EX-99.1 EX-99.1 Exhibit 99.1    GUIDEWIRE TO ACQUIRE CYENCE Acquisition will enable Guidewire to provide P&C insurers with cloud-based data listening and risk analytics solution for managing “21st century risks” FOSTER CITY and SAN MATEO,…
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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.