ORBCOMM Inc. (NASDAQ:ORBC) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
The information set forth under Item 3.02 of this Current Report on Form 8-K (this “Report”) relating to the issuance of shares of common stock of ORBCOMM Inc. (“ORBCOMM common stock”) as part of the Closing Consideration (as defined below) and the potential issuances of additional shares of ORBCOMM common stock under the Earn-Out (as defined below) is incorporated herein by reference.
The issuances of ORBCOMM common stock under the Purchase Agreement (as defined below) to the shareholders of Blue Tree Systems Investment Limited are exempt from registration under the Securities Act of 1933, as amended, to Section4(a)(2) thereof.
On October2, 2017, ORBCOMM Technology Ireland Limited (“Purchaser”), a wholly owned subsidiary of ORBCOMM Inc. (“ORBCOMM”), entered into and consummated a Share Purchase Agreement (the “Purchase Agreement”), to which Purchaser purchased the entire issued share capital of Blue Tree Systems Limited, a global leader in enterprise fleet management software for the trucking and transportation industries (the “Acquisition”).
The aggregate consideration paid by Purchaser at the closing was US$36,750,000 (“Closing Consideration”), subject to a working capital adjustment. US$34,750,000 of the Closing Consideration was paid in cash and the remaining US$2,000,000 was paid through the issuance of 191,022 shares of ORBCOMM common stock based upon the closing trading price of ORBCOMM common stock one business day prior to the closing date.
In addition to the Closing Consideration, contingent consideration of up to US$5,750,000 (the “Earn-Out”) is payable based on Blue Tree Systems Limited achieving certain thresholds. The Earn-Out may be paid at Purchaser’s option entirely in shares of ORBCOMM common stock or in a combination of ORBCOMM common stock and cash. If the Earn-Out is paid in stock, the number of shares of ORBCOMM common stock to be issued will be based upon the closing trading price of ORBCOMM common stock one business day prior to the final determination of the Earn-Out amount.
On October2, 2017, ORBCOMM issued a press release announcing the completion of the Acquisition, a copy of which is filed as Exhibit 99.1 to this Report and incorporated herein by reference.
| Item 3.02 | Financial Statements and Exhibits |
| 99.1 | Press release of ORBCOMM Inc. dated October2, 2017 |
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EXHIBIT INDEX
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ORBCOMM Inc. ExhibitEX-99.1 2 d446781dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 ORBCOMM ACQUIRES BLUE TREE SYSTEMS LIMITED Solidifies ORBCOMM’s offering for the global freight telematics market with consolidated in-cab,…To view the full exhibit click here
About ORBCOMM Inc. (NASDAQ:ORBC)
ORBCOMM Inc. is a provider of machine-to-machine (M2M) solutions, including network connectivity, devices and Web reporting applications. The Company’s M2M products and services are designed to track, monitor and manage security for a range of assets, such as trailers, trucks, rail cars, intermodal containers, generators, fluid tanks, marine vessels, diesel or electric powered generators (gensets), oil and gas wells, pipeline monitoring equipment, irrigation control systems, and utility meters, in the transportation and distribution, heavy equipment, oil and gas, maritime and government industries. It provides Automatic Identification System (AIS) data services to assist in vessel navigation and to improve maritime safety to government and commercial customers across the world. The Company provides its services using various network platforms, including its own constellation of approximately 40 low-Earth orbit (LEO) satellites and its accompanying ground infrastructure.
