LogMeIn, Inc. (NASDAQ:LOGM) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Reports on Form8-Kfiled by the Company with the SEC on February8, 2018 and April3, 2018, the Company’s wholly-owned subsidiary, LogMeIn USA, Inc. (the “Buyer”),entered into a definitive agreement to acquire all of the outstanding equity of Jive Communications, Inc. (“Jive”) to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February7, 2018, by and among the Buyer, Jazz Merger Sub, Inc., a wholly-owned subsidiary of the Buyer, Jive and Fortis Advisors LLC, in its capacity as Representative. On April3, 2018, the acquisition was completed and Jive became a wholly-owned subsidiary of the Buyer. The purchase price, paid in cash, was approximately $342million, subject to certain adjustments. In addition, the Buyer anticipates that it will pay up to $15million in contingent cash retention payments to certain employees of Jive upon the achievement of specified retention milestones over thetwo-yearperiod following the closing of the Jive acquisition.
The Company funded the purchase price through a combination of existing cashon-handand a $200million revolving loan borrowed to its existing credit agreement.
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, filed with the February 8, 2018 Form 8-K as Exhibit 2.1 and incorporated herein by reference.
Item 2.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of Jive, as of December31, 2017 and 2016 and for the three years in the period ended December31, 2017, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The following unaudited pro forma combined financial information of the Company reflecting the acquisition of Jive are filed as Exhibit 99.2 and are incorporated herein by reference:
| i. | Unaudited pro forma combined balance sheet as of December31, 2017; and |
| ii. | Unaudited pro forma combined statement of operations for the year ended December31, 2017. |
(d) Exhibits.
Listed and indexed below are all Exhibits filed as part of this report.
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LogMeIn, Inc. ExhibitEX-23.1 2 d558409dex231.htm EX-23.1 EX-23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the inclusion in this Form 8-K/A and the incorporation by reference in registration statements Nos. 333-162664,…To view the full exhibit click here
About LogMeIn, Inc. (NASDAQ:LOGM)
LogMeIn, Inc. provides a portfolio of cloud-based service offerings, which helps people and businesses to connect to their workplace, colleagues and customers. The Company’s product line includes AppGuru, BoldChat, Cubby, join.me, LastPass, LogMeIn Pro, LogMeIn Central, LogMeIn Rescue, LogMeIn Rescue+Mobile, LogMeIn Backup, LogMeIn for iOS, LogMeIn Hamachi, MeldiumTM, Xively and RemotelyAnywhere. The Company’s services are focused on markets, such as identity and access management, collaboration and the Internet of Things, and are delivered through the cloud as hosted services, commonly called software-as-a-service (SaaS). The Company offers both free and fee based, or premium, services. The Company’s core cloud-based services are categorized into business lines, including Collaboration, Service and Support, Identity and Access Management, and Connected Products. It also offers annual maintenance services that include software upgrades and support services for this application.