Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 12, 2021, pursuant to a share purchase agreement, dated March 27, 2021 (the "Share Purchase Agreement"), by and among Broadridge Financial Solutions, Inc., a Delaware corporation ("Broadridge" or the "Company"), and its wholly-owned subsidiary Broadridge Sweden Holdings AB ("BR Holdings"), a company incorporated under the laws of Sweden, on the one hand, and Cidron Delfi S.À R.L., Itiviti Invest V AB, Itiviti Intressenter AB and the individuals named therein, on the other hand, the Company completed its previously announced acquisition (the "Acquisition") of Itiviti Holding AB, a company incorporated under the laws of Sweden ("Itiviti Holding"). The total purchase price was paid in a combination of currencies approximately equivalent to $2.6 billion in cash.

The foregoing description of the Acquisition and the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreement. A copy of the Share Purchase Agreement was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2021, and is incorporated herein by reference. The representations and warranties contained in the Share Purchase Agreement were made solely for purposes of allocating contractual risks between the parties and not as a means of establishing facts. Such representations and warranties may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Share Purchase Agreement and shall not be relied on as factual information at the time they were made or otherwise. The Share Purchase Agreement may have different standards of materiality than under applicable securities laws.

Item 7.01. Regulation FD Disclosure

On May 12, 2021, the Company issued a press release announcing that it has completed the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.3 and incorporated herein by reference.

The information furnished pursuant to Items 7.01 and 9.01, including Exhibit 99.3, 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 under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Itiviti Holding for the fiscal year ended December 31, 2020 are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

(b) Pro Forma Financial Statements.

The unaudited pro forma condensed combined financial statements are attached hereto as Exhibit 99.2 and are incorporated herein by reference.



(d) Exhibits

Exhibit No.   Description
   99.1       Audited consolidated financial statements of Itiviti Holding AB for
              the fiscal year ended December 31, 2020 (incorporated by reference to
              Exhibit 99.1 to Form 8-K filed on May 6, 2021).

   99.2       Unaudited pro forma condensed combined financial statements
              (incorporated by reference to Exhibit 99.2 to Form 8-K filed on May 6,
              2021).

   99.3       Press Release, dated May 12, 2021.

    104       Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.

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