PROS Holdings, Inc. (NYSE:PRO) Files An 8-K Entry into a Material Definitive AgreementItem 7.01
Entry into a Material Definitive Agreement
On August 3, 2017, PROS Holdings, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") to which the Company acquired Vayant Travel Technologies, Inc., a Delaware USA corporation ("Target") for a total purchase price of $35,000,000. to the Merger Agreement, Target merged with and into a wholly-owned subsidiary of the Company ("Merger Sub"), with Target surviving as a wholly-owned subsidiary of the Company. The purchase price is subject to adjustment based on Target's net working capital amount at closing. In addition, a portion of the purchase price ($3,500,000) was placed into escrow to secure certain post-closing indemnification obligations in the Merger Agreement. The acquisition closed on August 3, 2017.
Each of the Company, Merger Sub and Target made customary representations and warranties in the Merger Agreement. The assertions embodied in those representations and warranties were made solely for purposes of the contract among the parties and may be subject to important qualifications and limitations agreed to by the parties in connection with the negotiated terms. Moreover, some of those representations and warranties (a) may not be accurate or complete as of any specified date, (b) may be subject to a contractual standard of materiality different from those generally applicable to stockholders, or (c) may have been used for purposes of allocating risk among the parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the Company or its business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit10.1, and is incorporated into this report by reference.
Item 7.01 Regulation FD Disclosure.
On August 3, 2017, the Company and Target each issued a press release announcing the acquisition. The press releases are attached as Exhibits99.1 and 99.2 (respectively) hereto.
Item 7.01Financial Statements and Exhibits
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Exhibit No. |
Description |
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10.1 |
Agreement and Plan of Merger, dated August 3, 2017, by and among the Company, Wisdom U.S. Merger Sub Corporation, Vayant Travel Technologies, Inc. and NEVEQ Capital Partners, as agent for Target's securityholders thereunder. |
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99.1 |
Press Release, dated August 3, 2017, issued by the Company.* |
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99.2 |
Press Release, dated August 3, 2017, issued by Vayant Travel Technologies, Inc.* |
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* |
In accordance with general instructionB.2 to Form8-K, the information in this Form8-K under Item 7.01 (RegulationFD Disclosure) shall be deemed "furnished" and not "filed" with the SEC for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. |
PROS Holdings, Inc. ExhibitEX-10.1 2 exh101agreementandplanofme.htm AGREEMENT AND PLAN OF MERGER Exhibit EXHIBIT 10.1AGREEMENT AND PLAN OF MERGERBY AND AMONGPROS HOLDINGS,…To view the full exhibit click here
About PROS Holdings, Inc. (NYSE:PRO)
PROS Holdings, Inc. provides enterprise revenue and profit realization software solutions. The Company’s software solutions are designed to help business-to-business (B2B) and business-to-consumer (B2C) companies. The Company also provides professional services to implement its software applications. The Company provides its solutions to enterprises across a range of industries, including manufacturing, distribution, services and travel. In addition, the Company provides product maintenance and support to its customers to receive unspecified upgrades, maintenance releases and bug fixes during the term of the support period on a when-and-if-available basis. Its SellingPRO solutions include editions, such as SellingPRO Deal Desk, SellingPRO Smart CPQ and SellingPRO eCommerce. The Company offers revenue management solutions as integrated software solutions. It provides software-related professional services, including implementation and configuration services, consulting and training.
