Mercury Systems, Inc. (NASDAQ:MRCY) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 7.01 Completion of Acquisition or Disposition of Assets
As previously reported, on December 21, 2017, Mercury Systems, Inc. (“Mercury”) and Thunderbird Merger Sub, Inc., a newly formed, wholly-owned subsidiary of Mercury (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ceres Systems (“Ceres”), the holding company that owns Themis Computer (“Themis”, and together with Ceres, collectively the “Acquired Company”), and Ronald Buckly and Andrew Swart, as the shareholders’ representatives. to the Merger Agreement, the Merger Sub will merge with and into Ceres with Ceres continuing as the surviving company and a wholly-owned subsidiary of Mercury (the “Merger”). Under the terms of the Merger Agreement, the merger consideration (including payments with respect to outstanding stock options) consisted of an all cash purchase price of $180.0 million, without interest. The merger consideration is subject to post-closing adjustments based on a determination of closing net working capital, transaction expenses and net debt (all as defined in the Merger Agreement).
On February 1, 2018, the transaction closed with Mercury acquiring both Ceres and its wholly-owned subsidiary, Themis. Mercury drew $195 million on its existing $400 million revolving credit facility to facilitate the closing of the acquisition, with the higher amount reflecting an estimated adjustment for working capital, including cash, expected to be received with the acquired company at closing.
The Merger Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K filed and is in incorporated herein by reference.
Item 7.01 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
Reference is made to Item 7.01 of this Current Report on Form 8-K regarding Mercury’s draw on its existing $400 million revolving credit facility to facilitate the closing of the acquisition of Ceres and its wholly-owned subsidiary, Themis.
Item 7.01 Regulation FD Disclosure
On February 1, 2018, Mercury issued a press release announcing the closing of the acquisition of Ceres and its wholly-owned subsidiary, Themis. The press release is furnished as Exhibit 99.1 hereto. The information provided in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01.Financial Statements and Exhibits.
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(a) |
and (b) Financial Statements of Business Acquired and Pro Forma Financial Information. |
Mercury plans to file an amendment to this Current Report on Form 8-K within 71 calendar days after the date that this initial report on Form 8-K must be filed with the required audited financial statements of Ceres along with the required unaudited pro forma financial information.
(d)Exhibits.
Exhibit No.Description
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10.1 |
Agreement and Plan of Merger, dated as of December 21, 2017, by and among Mercury Systems, Inc., Thunderbird Merger Sub Inc., Ceres Systems and Ronald Buckly and Andrew Swart, as the shareholders’ representatives |
99.1Press Release, dated February 1, 2018, of Mercury Systems, Inc.
MERCURY SYSTEMS INC ExhibitEX-10.1 2 agreementandplanofmerger.htm EXHIBIT 10.1 agreementandplanofmerger STRICTLY CONFIDENTIAL EXECUTION COPY
SMRH:484497247.47
SM01DOCS1200417.35
AGREEMENT AND PLAN OF MERGER
by and among
MERCURY SYSTEMS,…To view the full exhibit click here
About Mercury Systems, Inc. (NASDAQ:MRCY)
Mercury Systems, Inc. is a commercial provider of secure processing subsystems designed and made in the United States. The Company’s solutions support a range of defense and intelligence programs. Its technologies include embedded processing modules and subsystems, radio frequency (RF) and microwave multi-function assemblies, as well as subsystems, and RF and microwave components. It designs and builds RF and microwave components and subsystems for the electronic warfare (EW), signals intelligence (SIGINT) and other communications requirements and applications. It offers analyst services and systems engineering support, consulting, maintenance and other support, testing and installation. It designs, markets and sells software and middleware environments for the development and execution of signal and image processing applications on a range of heterogeneous and multi-computing platforms. It also offers solutions in mission computing, safety-critical avionics and platform management.