ITRON, INC. (NASDAQ:ITRI) Files An 8-K Completion of Acquisition or Disposition of Assets

ITRON, INC. (NASDAQ:ITRI) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01

Completion of Acquisition or Disposition of Assets.

As previously reported, on January 5, 2018, to the previously announced Agreement and Plan of Merger, dated as of September 17, 2017 (Merger Agreement), by and among Itron, Inc., a Washington corporation (Itron), Silver Spring Networks, Inc., a Delaware corporation (SSNI), and Ivory Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Itron (Acquisition Sub), Acquisition Sub was merged with and into Silver Spring, with Silver Spring continuing as the surviving corporation (Merger). At the effective time of the Merger (Effective Time), Silver Spring became a wholly-owned subsidiary of Itron. Effective as of the Effective Time, Silver Spring changed its name to “Itron Networked Solutions, Inc.”

Under the terms of the Merger Agreement, each share of common stock, par value $0.001 per share, of Silver Spring (each, a Silver Spring Share) that was outstanding as of immediately prior to the Effective Time, other than Silver Spring Shares held by stockholders who have validly exercised their appraisal rights under Delaware law, Silver Spring Shares held by Itron, Acquisition Sub and Silver Spring or their respective subsidiaries or Silver Spring Shares subject to outstanding restricted stock awards and performance stock units, was converted into the right to receive $16.25 in cash, without interest thereon.

This report is being amended to add the required historical and pro forma financial statements as exhibits within the time period permitted by the instructions to Form 8-K.

Item 9.01	Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired

The audited financial statements of Silver Spring for the year ended December 31, 2016 and 2015, including the notes to the financial statements and Independent Auditors' Report, issued by Ernst & Young LLP dated March 10, 2017 and relating to the Silver Spring financial statements and notes thereto are filed as Exhibits 99. The unaudited financial statements of Silver Spring, for the nine months ended September 30, 2017 are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.

(b)	Unaudited Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company and Silver Spring for the year ended December 31, 2016 and as of the nine months ended September 30, 2017 are filed as Exhibit 99.3 to this Current Report on Form 8-K/A

The information presented in this Current Report on Form 8-K may contain forward-looking statements within in the meaning of the Private Securities Litigation Reform Act of 1995.These statements relate to our expectations about revenues, operations, financial performance, earnings, earnings per share, cash flows and other financial results. Although we believe the estimates and assumptions upon which these forward-looking statements are based are reasonable, any of these estimates or assumptions could prove to be inaccurate and the forward-looking statements based on these estimates and assumptions could be incorrect. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors. Some of the factors that we believe could affect our results include our ability to execute on our restructuring plan, our ability to achieve estimated cost savings, the rate and timing of customer demand for our products, rescheduling of current customer orders, changes in estimated liabilities for product warranties, adverse impacts of litigation, changes in laws and regulations, our dependence on new product development and intellectual property, future acquisitions, changes in estimates for stock-based and bonus compensation, increasing volatility in foreign exchange rates, international business risks and other factors that are more fully described in our Annual Report on Form 10-K for the year ended December 31, 2017 and other reports on file with the Securities and Exchange Commission. The Company undertakes no obligation to update this information.

ITRON INC /WA/ ExhibitEX-23.1 2 itriex-231.htm EXHIBIT 23.1 Exhibit Exhibit 23.1Consent of Independent Registered Public Accounting FirmWe consent to including in this Current Report Form 8-K/A of Itron,…To view the full exhibit click here
About ITRON, INC. (NASDAQ:ITRI)
Itron, Inc. (Itron) is a technology and service company. The Company provides solutions that measure, manage, and analyze energy and water use. The Company operates through three segments: Electricity, Gas and Water. The Company is the supplier of electricity metering solutions, including standard meters and advanced and smart metering systems. The Company is the supplier of gas metering solutions, including standard meters and advanced and smart metering systems. The Company is the supplier of standard and advanced water meters and communication modules. Its solutions include standard meters and advanced and smart metering products, metering systems, and services. It offers product portfolio for applications in the residential and commercial industrial markets for water and heat. It provides a portfolio of products, solutions, software and services to electric, gas, and water utility customers across the globe. The Company operates under the Itron brand across the world.