SILVER SPRING NETWORKS, INC. (NYSE:SSNI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| • | Each Company Option that has a per share exercise price that is less than the Merger Consideration and that either: (i)is vested or (ii)is unvested and held by an non-employee member of the Company’s Board of Directors, will not be assumed by Parent and will be cancelled at the effective time of the Merger in exchange for a payment of an amount in cash, less applicable withholding taxes, equal to the product of the (A)aggregate number of Company Shares subject to such Company Option multiplied by the (B)excess of the Merger Consideration over the applicable per share exercise price of such vested Company Option. |
| • | Each Company Option, whether vested or unvested, that has a per share exercise price that is equal to or greater than the Merger Consideration, will become vested and exercisable by the holder thereof and, each such Company Option will, to the extent not exercised as of the effective time of the Merger, be cancelled at the effective time of the Merger with no payment made therefor. |
Upon the terms and subject to the conditions set forth in the Merger Agreement, each Company restricted stock unit award that remains outstanding as of immediately prior to the effective time of the Merger (each, a “Company RSU”) will be treated as follows:
| • | Each unvested Company RSU that is held by a current service provider (other than Company RSUs held by a non-employee member of the Company’s Board of Directors) will be assumed by Parent at the effective time of the Merger and be converted into a restricted stock unit to receive, on substantially the same terms and conditions as were previously applicable to such Company RSU, a number of Parent Shares equal to the number of Company Shares that were subject to such Company RSU multiplied by the Exchange Ratio (each, an “Adjusted RSU”). |
| • | Each vested Company RSU and each unvested Company RSU held by a non-employee member of the Company’s Board of Directors will not be assumed by Parent and at the effective time of the Merger will be converted into the right to receive the Merger Consideration in cash, less applicable withholding taxes, for each Company Share subject to such Company RSU. |
Upon the terms and subject to the conditions set forth in the Merger Agreement, each Company performance stock unit award (each, a “Company PSU”) that remains outstanding as of immediately prior to the effective time of the Merger will be treated as follows:
| • | Each Company PSU granted during 2015 (each, a “Company 2015 PSU”) that is outstanding as of immediately prior to the effective time of the Merger will terminate without the payment of any consideration therefor and the holders of such terminated Company 2015 PSUs shall cease to have any rights with respect thereto. |
| • | For each Company PSU granted during 2017 (each, a “Company 2017 PSU”), that is outstanding as of immediately prior to the effective time of the merger, the performance conditions will be deemed satisfied at 50% of the target level of achievement and (i)the portion of each such Company 2017 PSU that is outstanding and unvested as to service-based vesting conditions will be treated as an Adjusted RSU, and (ii)the portion of each Company 2017 PSU that is outstanding and vested as to both performance conditions and service-based conditions will be cancelled and automatically be converted at the effective time of the Merger into the right to receive the Merger Consideration in cash, less applicable withholding taxes, for each Company Share subject to such fully-vested Company 2017 PSU. |
Simultaneously with the execution of the Merger Agreement, Parent has entered into a voting agreement with one of the directors of the Company and certain stockholders affiliated with such director,
which persons and entities beneficially hold in aggregate approximately 19.5% of the outstanding Company Shares. The voting agreement provides that the signatories thereto will generally vote their shares of Company common stock in favor of the Merger and adoption of the Merger Agreement and vote against any competing transaction, and it terminates on the earlier of the termination of the Merger Agreement in accordance with its terms, the effective time of the Merger and such date on which the Merger Agreement is amended to change the form of or reduce the amount of Merger Consideration to be paid thereunder.
The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. The representations and warranties have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. 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 Parent, Acquisition Sub, the Company or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 1.01 | Compensatory Arrangements of Certain Officers. |
(e)
In connection with the execution of the Merger Agreement, the Company entered into an agreement with Michael Bell, its President and Chief Executive Officer, on September17, 2017 (the “Stay Bonus Agreement”). to the terms of the Stay Bonus Agreement, and in consideration for Mr.Bell’s waiver of certain provisions related to his Company 2015 PSUs, Mr.Bell will be entitled to a cash retention award of $203,125, which will become due to Mr.Bell upon the closing of the Merger, subject to Mr.Bell’s continued employment by the Company at such time.
The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Stay Bonus Agreement, a copy of which is filed as Exhibit10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 1.01 | Amendments to Articles of Incorporation or Bylaws. |
On September17, 2017, the Board of Directors of the Company approved amending and restating the Company’s Amended and Restated Bylaws (the “Bylaws”), which amendment and restatement became effective immediately. The Bylaws add a new Article XI that generally provides that unless the Company consents in writing to the selection of an alternate forum, a state or federal court located within the state of Delaware shall be the sole and exclusive forum for (i)any derivative action or proceeding brought on behalf of the Company, (ii)any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii)any action asserting a claim against the Company arising to any provision of the Delaware General Corporation Law or the Company’s Restated Certificate of Incorporation or the Bylaws, (iv)any action to interpret, apply, enforce or determine the validity of the Company’s Restated Certificate of Incorporation or the Bylaws, and (v)any action or proceeding asserting a claim against the Company governed by the internal affairs doctrine.
The foregoing description of the Bylaws is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Bylaws, a copy of which is filed as Exhibit3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On September18, 2017, the Company and Parent issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit99.1 to this Current Report on Form 8-K.
Forward Looking Statements
This report contains forward-looking statements that are not purely historical regarding the Company’s or its management’s intentions, beliefs, expectations and strategies for the future, including those relating to the closing of the Merger and the expected closing date of the Merger, the anticipated benefits of the Merger, and anticipated future combined operations, products and services of the Company and Parent. Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results could differ materially from the Company’s current expectations. Factors that could cause actual results to differ materially include risks and uncertainties such as those relating to the ability of the parties to complete the Merger, obtaining Company stockholder approval and required regulatory clearances, and customer and partner reception to the Merger. Readers should also refer to the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K, its most recent Quarterly Report on Form 10-Q, and its other reports filed with the Securities and Exchange Commission (“SEC”).
All forward-looking statements included in this release are made as of the date of this press release, based on information currently available to the Company, and the Company assumes no obligation to update any such forward-looking statement or reasons why results may differ.
Additional Information About the Merger
In connection with the proposed Merger, Parent and the Company will file relevant materials with the SEC, including the Company’s proxy statement on Schedule 14A. This report does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities and is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders. The Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Company’s special stockholder meeting relating to the proposed Merger. Company stockholders are urged to read the definitive proxy statement carefully when it becomes available before making any voting or investment decision with respect to the Merger because it will contain important information about the Merger. Company stockholders are advised that they may obtain free copies of the proxy statement filed by the Company with the SEC (when this document becomes available) on the SEC’s website athttp://www.sec.gov. In addition, free copies of the proxy statement may be obtained (when this document becomes available) from the Company’s website at http://ir.ssni.com/ or from the Company by written request to Investor Relations, Silver Spring Networks, Inc., 230 West Tasman Drive, San Jose, CA 95134. The documents filed by Parent with the SEC may be obtained free of charge at Parent’s website at www.Itron.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Parent by requesting them by mail at 2111 N Molter Road, Liberty Lake, Washington 99019, Attention: Investor Relations, or by telephone at (509) 891-3283.
Additionally, the Company and Parent will file other relevant materials in connection with the Merger to the Merger Agreement. The Company, Parent and their respective directors, executive
officers and other members of their management and employees, under the SEC rules, may be deemed to be participants in the solicitation of proxies ofCompany stockholders in connection with the Merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Parent’s executive officers and directors in the solicitation by reading Parent’s most recent Annual Report on Form 10-K, which was filed with the SEC on March1, 2017 and the proxy statement and other relevant materials filed with the SEC when they become available. Information concerning the interests ofthe Company’s participants in the solicitation, which may, in some cases, be different than those ofthe Company’s stockholders generally, will be set forth in the proxy statement relating to the Merger when it becomes available.
| Item 1.01 | Financial Statements and Exhibits. |
|
Number |
Description |
| 2.1 | Agreement and Plan of Merger, dated September17, 2017, by and among Silver Spring Networks, Inc., Itron, Inc. and Ivory Merger Sub, Inc. |
| 3.1 | Amended and Restated Bylaws. |
| 10.1 | Cancellation and Stay Bonus Agreement, dated September17, 2017, by and between Silver Spring Networks, Inc. and Michael Bell. |
| 99.1 | Joint Press Release dated September18, 2017. |
EXHIBIT INDEX
|
Number |
Description |
| 2.1 | Agreement and Plan of Merger, dated September17, 2017, by and among Silver Spring Networks, Inc., Itron, Inc. and Ivory Merger Sub, Inc. |
| 3.1 | Amended and Restated Bylaws. |
| 10.1 | Cancellation and Stay Bonus Agreement, dated September17, 2017, by and between Silver Spring Networks, Inc. and Michael Bell. |
| 99.1 | Joint Press Release dated September18, 2017. |
SILVER SPRING NETWORKS INC ExhibitEX-2.1 2 d458992dex21.htm EX-2.1 EX-2.1 Table of Contents Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of September 17,…To view the full exhibit click here
About SILVER SPRING NETWORKS, INC. (NYSE:SSNI)
Silver Spring Networks, Inc. is engaged in creating, building and deploying networks and solutions enabling the Internet of things (IoT) for critical infrastructure. The Company provides a networking platform and solutions that enable utilities to transform the power grid infrastructure into the smart grid. Its networking platform enables customers to communicate with devices connected to the power grid. Its networking platform comprises hardware, such as access points and relays; its SilverLinkOS network operating software, and its GridScape management and security software. It offers solutions built upon SilverLink Network and Data platforms, including advanced metering, distribution automation, demand-side management, street lights and wireless Internet protocol version 6 (IPv6) network service for the IoT, Starfish. It also offers professional services to design and optimization, deployment support, software and systems integration, program management and consulting services.
