8x8, Inc. entered into an agreement and plan of merger to acquire Fuze, Inc. for approximately $250 million.
December 30, 2021
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8x8, Inc. (NYSE:EGHT) entered into an agreement and plan of merger to acquire Fuze, Inc. for approximately $250 million on November 30, 2021. As of February 3, 2022, Under the terms of the Merger Agreement, the Company acquired 100% of the equity of Fuze, Inc. on a cash-free, debt-free basis for approximately $250 million in cash and stock valued at the time of announcement, which at the Closing Date, the merger consideration was approximately $213.8 million comprised of $80.9 million in stock consideration and $132.9 million in cash consideration, subject to certain adjustments. Under the terms of the transaction, 8x8, Inc. will acquire Fuze on a cash-free, debt-free basis for approximately $250 million of aggregate consideration comprised of $120 million in common stock of 8x8, Inc. and $130 million in cash, subject to certain adjustments. Up to $130.2 million will be used to retire Fuze's debt and pay for the equity owned by non-accredited stockholders of Fuze. 8x8, Inc. will have sufficient funds to consummate the transaction. Post-closing, Fuze will become a wholly owned subsidiary of 8x8, Inc. As of December 31, 2020, Fuze, Inc. had total assets of $42.5 million, total revenues of $129.7 million, net loss of $47.4 million and shareholders deficit of $0.7 million.
The transaction is subject to regulatory approvals, government approvals, United Kingdom Competition and Markets Authority approvals, approval of Fuze's stockholders, key employees having executed agreements with 8x8, Inc. (which will continue to be in full force and effect) and who will remain employed by Fuze as of the closing date, stockholders representing no more than 5% of outstanding capital stock of Fuze will have exercised appraisal rights, non-competition, non-solicitation agreement and other customary closing conditions. The Board of Directors of 8x8, Inc. have unanimously approved the transaction. The transaction is expected to close during 8x8's fourth fiscal quarter. 8x8 expects to remain non-GAAP profitable after the transaction closes.
Thomas J. Ivey and Michael Mies, Anne Villanueva; Page Griffin, Maria Raptis, Rita Sinkfield Belin of Skadden, Arps, Slate, Meagher & Flom LLP acted as the legal advisor for 8x8, Inc. Miguel J. Vega of Cooley LLP acted as the legal advisor for Fuze, Inc. Foros Securities LLC acted as financial advisor for Fuze, Inc. Stuart Rogers acted as legal advisor to Foros Securities LLC.
8x8, Inc. is a provider of software-as-a-service solutions for contact centers, voice communications, video meetings, employee collaboration, and embeddable communication application programming interfaces (API). The Companyâs communications platform solutions comprise the 8x8 XCaaS platform, which is a configurable cloud communications platform that includes solutions for contact center, voice communications, team chat and collaboration, video meetings, embeddable communication APIs, and AI-based analytics. The Companyâ s integrated technology platform includes 8x8 Work, 8x8 Contact Center, 8x8 Contact Center, and 8x8 X Series. Its 8x8 Work is an end-to-end United Communications as a service (UCaaS) solution that delivers enterprise-grade voice with public switched telephone network (PSTN) connectivity, secure video meetings, and unified messaging including direct messages, public and private team messaging rooms, and short and multimedia services.