Item 3.02. Unregistered Sales of Equity Securities
On April 29, 2020, SS&C Technologies, Inc., a Delaware corporation
("Technologies") and a wholly owned subsidiary of SS&C Technologies Holdings,
Inc. (the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among Technologies, Innovest Systems, LLC, a New York limited
liability company ("Innovest"), Ignition Merger Subsidiary, Inc., a Delaware
corporation and an indirect wholly owned subsidiary of Technologies ("Merger
Sub"), Bluff Point Associates Corp., a Delaware corporation, in its capacity as
representative of the equityholders of Innovest, and certain holders of
membership interests in Innovest (the "Stock Recipients"). Pursuant to the
Merger Agreement, at the closing, upon the terms and subject to the conditions
described therein, Innovest will become an indirect wholly owned subsidiary of
the Company through a merger of Merger Sub with and into Innovest, with Innovest
being the surviving company of the merger (the "Transaction"). The consideration
for the Transaction will consist of $100 million (subject to certain purchase
price adjustments) in cash and $20 million in shares of common stock of the
Company (the "Equity Consideration"). The number of shares of common stock of
the Company included in the Equity Consideration will be determined by reference
to the volume-weighted average price per share of such common stock on the
NASDAQ during the period beginning on (and including) April 20, 2020 and ending
on (and including) the trading day immediately preceding the date of the
closing. A portion of this consideration will be retained by the Company at
closing as security for post-closing purchase price adjustments and the
indemnification obligations of the equityholders of Innovest under the Merger
Agreement.
All of the securities to be issued in the foregoing transaction will be issued
by the Company in reliance upon the exemption from registration available under
Section 4(a)(2) of the Securities Act, including Regulation D promulgated
thereunder. The Company did not and will not engage in any form of general
solicitation or general advertising in connection with the transaction. Each
Stock Recipient receiving securities also represented that it is an "accredited
investor" as defined in the Securities Act of 1933, as amended, and that it is
acquiring such securities for its own account and not for distribution. All
certificates representing the securities issued will have a legend imprinted on
them stating that the shares have not been registered under the Securities Act
and cannot be transferred unless properly registered under the Securities Act or
in a transaction that is exempt from such registration requirements. The
Company's determination that the foregoing transaction is exempt from
registration is based on certain representations, warrants, agreements and
covenants contained in the Merger Agreement.
Item 7.01. Regulation FD Disclosure
A copy of the press release of the Company dated April 30, 2020 announcing
execution of the Merger Agreement is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) 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 it be deemed incorporated by reference in any filing under
the Securities Act or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release dated April 30, 2020 issued by SS&C Technologies
Holdings, Inc.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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