YELP INC. (NYSE:YELP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
The information included under Item 2.01 of this Current Report
on Form 8-K (the Current Report) is incorporated herein by
reference.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
On February 28, 2017, Yelp Inc. (the Company) and Beagle
Acquisition Corp., a wholly-owned subsidiary of the Company
(Merger Sub), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Nowait Inc. (Nowait) and Shareholder
Representative Services LLC, as Stockholders Agent. to the Merger
Agreement, on February 28, 2017, Merger Sub merged with and into
Nowait, with Nowait continuing as the surviving corporation and a
wholly-owned subsidiary of the Company (the Merger).
The transaction closed upon the consummation of the Merger and
all outstanding capital stock and options and warrants to
purchase capital stock of Nowait were converted into the right to
receive an aggregate of approximately $40 million in cash. This
amount will be paid to Nowait securityholders, including the
Company in connection with the 20% stake in Nowait it acquired in
July 2016, in accordance with the terms of the Merger Agreement.
Of such amount, approximately $8 million will be held in escrow
for a two-year period after the closing to secure the Companys
right of indemnity under the Merger Agreement.
The foregoing description of the Merger and the Merger Agreement
is qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which is filed herewith as Exhibit
2.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of the business
acquired.
Any financial statements required to be filed in response to this
Item 9.01(a) with respect to the transactions described in Item
2.01 herein will be filed by amendment to this Current Report not
later than 71 calendar days after the due date of this Current
Report.
(b) Pro forma financial information.
Any pro forma financial information required to be filed in
response to this Item 9.01(b) with respect to the transactions
described in Item 2.01 herein will be filed by amendment to this
Current Report not later than 71 calendar days after the due date
of this Current Report.
(d) Exhibits.
| Exhibit Number | Description | |
| 2.1 |
Agreement and Plan of Merger, dated February 28, 2017, by and among Yelp Inc., Nowait, Inc., Beagle Acquisition Corp. and Shareholder Representative Services LLC, as Stockholders Agent. |
About YELP INC. (NYSE:YELP)
Yelp Inc. (Yelp) connects people with local businesses by bringing word of mouth online and providing a platform for businesses and consumers to engage and transact. The Company provides local business review sites. Yelp provides a platform for consumers to share their everyday local business experiences, through reviews, tips, photos and videos, and engages directly with businesses, through reviews, phone calls and its Message the Business feature. Its platform also provides businesses of all sizes with a range of free and paid services that help them engage with consumers. The Company has a range of communities of contributors across the world that contributes the content on its platform. These contributors provide firsthand information about local businesses in the form of reviews and ratings, tips, photos and videos. The Company has Yelp communities in Argentina, Australia, Austria, Belgium, Brazil, Canada, Switzerland, Taiwan, Turkey, the United Kingdom and the United States. YELP INC. (NYSE:YELP) Recent Trading Information
YELP INC. (NYSE:YELP) closed its last trading session up +0.15 at 33.52 with 1,932,192 shares trading hands.