MINDBODY, Inc. (NASDAQ:MB) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
OnApril2, 2018, MINDBODY, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition of Booker Software, Inc., a Delaware corporation (“Booker”), to that certain Agreement and Plan of Merger, dated as of March12, 2018 (the “Merger Agreement”), by and among the Company, Booker, Harley Merger Sub, Inc. (“Merger Sub”) and Shareholder Representative Services LLC, as stockholder representative thereunder. to the terms of the Merger Agreement, Merger Sub merged with and into Booker (the “Merger”), with Booker surviving the Merger as a wholly-owned subsidiary of the Company.
to the terms of the Merger Agreement, the Company acquired Booker for $150.0million in cash and the assumption of unvested option awards. The assumed unvested option awards were converted into options to purchase a number of shares of ClassA common stock of the Company, subject to an exchange ratio as described in the Merger Agreement. At the closing of the Merger, the purchase price was adjusted based on the amount of indebtedness, cash, unpaid transaction expenses and net working capital of Booker. In addition, the Company intends to grant approximately $15.0million in new, retention-based equity awards to certain employees of Booker who accepted post-closing employment offers with the Company.
The cash portion of the purchase price was funded through the Company’s cash and cash equivalents.
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, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March12, 2018.
Item 2.01 Regulation FD Disclosure.
On April2, 2018, the Company issued a press release announcing that it had completed the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth under this Item 2.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 2.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired. |
The financial statements required by Item 2.01(a) of Form 8-K will be filed by amendment of this Form 8-K by June18, 2018.
| (b) | Pro Forma Financial Information. |
The pro forma financial information required by Item 2.01(b) of Form 8-K will be filed by amendment of this Form 8-K by June18, 2018.
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ExhibitNumber |
Description |
| 99.1 | Press release dated April2, 2018. |
MINDBODY, Inc. ExhibitEX-99.1 2 d530131dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: April 2,…To view the full exhibit click here
About MINDBODY, Inc. (NASDAQ:MB)
MINDBODY, Inc. is a provider of cloud-based business management software for the wellness services industry and operates as a consumer marketplace with over 51,000 local business subscribers on its platform in over 130 countries and territories. The Company’s subscribers provide a range of wellness services to approximately 28 million active consumers. Its integrated software and payments platform helps business owners in the wellness services industry run, market and build their businesses. It also helps consumers discover, evaluate, engage and transact with these businesses through the Web and mobile devices. The platform addresses various aspects of operating a wellness business, including client scheduling and online booking; retail point-of-sale; analytics and reporting; user experience; mobility; social integration; dynamic cloud-based architecture; open platform for third-party application development; integration with other cloud-based partners, and security and compliance.
