Item 1.01. Entry into a Material Definitive Agreement
On
The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Galvanize, with Galvanize continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). In addition, the Merger Agreement contains customary representations and warranties and covenants from each of the parties. The Merger Agreement also provides customary termination rights to each of the parties, and the closing of the transactions contemplated by the Merger Agreement is subject to customary closing conditions, which the Company expects will be satisfied promptly following its announcement of the Merger Agreement.
The total consideration to be paid in connection with the Merger is
approximately
Concurrently with the execution of the Merger Agreement, certain members of Galvanize's management team have entered into offer letters for their continued employment with Galvanize, which will become effective upon consummation of the Merger.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The above description of the Merger Agreement is not intended to provide any other factual information about the Company, Parent, Galvanize, or their respective subsidiaries or affiliates. The representations and warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and only as of specific dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made by each party to the other for the purposes of allocating contractual risk between them. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company or Galvanize. Investors should not rely on the representations and warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Parent, Galvanize, or any of their respective subsidiaries, affiliates or businesses.
Item 7.01. Regulation FD Disclosure
On
The information included in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.
--------------------------------------------------------------------------------
Cautionary Notice Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and the documents
incorporated by reference herein are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act. Such forward-looking statements are often identified by
words such as "anticipate," "approximate," "believe," "commit," "continue,"
"could," "estimate," "expect," "hope," "intend," "may," "outlook," "plan,"
"project," "potential," "should," "would," "will" and other similar words or
expressions. Such forward-looking statements reflect the Company's current
expectations or beliefs concerning future events and actual events may differ
materially from historical results or current expectations. The reader is
cautioned not to place undue reliance on these forward-looking statements, which
are not a guarantee of future performance and are subject to a number of
uncertainties, risks, assumptions and other factors, many of which are outside
the control of the Company. The forward-looking statements in this Current
Report on Form 8-K address a variety of subjects including, for example, the
completion of the transactions contemplated by the Merger Agreement and the
business prospects of the Company. The following factors, among others, could
cause actual results to differ materially from those described in these
forward-looking statements: the possibility that the Company may not fully
realize the projected benefits of the Merger; business disruption following the
Merger; diversion of management time on Merger-related issues; the reaction of
customers and other persons to the Merger; and other events that could adversely
affect the Company's plans, expectations, objectives and intentions as a result
of the Merger, including industry or economic conditions outside of the
Company's control. In addition, actual results are subject to other risks and
uncertainties that relate more broadly to the Company's overall business,
including those more fully described in the Company's filings with the
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 21, 2020 , by and amongK12 Management Inc. andKAcquisitionCo Inc. , on the one hand, andGalvanize Inc. andFortis Advisors LLC , as Securityholders' Representative (solely with respect to Article XIII), on the other hand. 99.1 Press Release ofK12 Inc. , datedJanuary 27, 2020 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
* Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation
S-K. Copies of any omitted schedule or exhibit will be furnished to the
--------------------------------------------------------------------------------
© Edgar Online, source