Medidata Solutions, Inc. (NASDAQ:MDSO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On June 11, 2018, Medidata Solutions, Inc., a Delaware corporation (the “Company”), and Storm Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SHYFT Analytics, Inc., a Delaware corporation (“Shyft”), to which, on the terms and subject to the satisfaction of the conditions set forth therein, Merger Sub will be merged with and into Shyft (the “Merger”) and Shyft will survive the Merger and become a wholly owned subsidiary of the Company.

Under the terms of the Merger Agreement, upon consummation of the Merger, all outstanding equity of Shyft will be canceled, outstanding shares of capital stock and vested stock options of Shyft will be converted into the right to receive merger consideration in cash, and certain unvested stock options of Shyft will be converted into the right to receive merger consideration in the form of Company restricted stock awards subject to an exchange ratio as described in the Merger Agreement (“Company RSAs”), with such cash and Company RSAs having an aggregate value equal to $195 million, subject to certain customary adjustments (the “Merger Consideration”). The cash portion of the Merger Consideration will be funded with existing cash on the Company’s balance sheet. In addition to the Merger Consideration, certain employees of Shyft will receive contingent performance compensation based on 2018 and 2019 financial targets, as well as other stock and cash-based retention incentives.

The Merger Agreement contains customary representations, warranties and covenants of Shyft. The Merger Agreement also contains customary indemnification provisions whereby the stockholders of Shyft will indemnify the Company for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of Shyft, pre-closing taxes of Shyft and certain other matters, subject to certain caps and thresholds. The Company also purchased a buy-side representations and warranties insurance policy under which it may seek coverage for breaches of Shyft’s representations and warranties and certain pre-closing taxes, to supplement an indemnity escrow. The representations and warranties insurance policy is subject to certain customary exclusions and deductibles.

The Merger Agreement has been unanimously approved by the Boards of Directors of each of the Company and Shyft, and has been approved by the stockholders of Shyft. The transaction is expected to close in the second quarter of 2018 subject to the satisfaction of customary closing conditions.

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. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or Shyft. In particular, the representations and warranties contained in the Merger Agreement were made only for the purposes of the Merger Agreement as of specific dates and may have been qualified by certain disclosures between the parties and a contractual standard of materiality different from those generally applicable to stockholders, among other limitations. The representations and warranties were made for the purposes of allocating contractual risk between the parties to the Merger Agreement and should not be relied upon as a disclosure of factual information relating to the

Company or Shyft. The Merger Agreement is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

†We have omitted the schedules to this Exhibit in accordance with Regulation S-K Item 601(b)(2). A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon its request.

Medidata Solutions, Inc. Exhibit
EX-2.1 2 mergeragreement.htm EXHIBIT 2.1 Exhibit Execution VersionAGREEMENT AND PLAN OF MERGERby and amongMEDIDATA SOLUTIONS,…
To view the full exhibit click here

About Medidata Solutions, Inc. (NASDAQ:MDSO)

Medidata Solutions Inc. (Medidata) is a provider of cloud-based solutions for life sciences. The Company provides cloud-based solutions for clinical research in life sciences, offering platform technology that focuses on the clinical development. The Medidata Clinical Cloud provides a platform of technology and data analytics solutions designed to manage activities across clinical development. Its Planning Cloud provides capabilities for study design and planning, enabling customers to make use of resources through planning at the start of trial design and protocol development. Specific functionality supports visibility into the impact of protocol elements on resource and trial endpoints; comparisons to specific industry benchmarks, and analytics to support appropriate grants to investigator sites and automated negotiations with multiple investigator sites. Data Capture Cloud is Medidata’s electronic data capture (EDC) and its management system solution is Medidata Rave.