PING IDENTITY HOLDING CORP. Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
Effect on Capital Stock
Upon the terms and subject to the conditions set forth in the Merger Agreement,
at the effective time of the Merger (the "Effective Time"), (i) each share of
common stock, par value
Representations and Warranties and Covenants
The Company, Parent and Merger Sub have each made customary representations, warranties and covenants in the Merger Agreement. Among other things, (i) the Company has agreed, subject to certain exceptions, to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business and preserve intact in all material respects its significant commercial relationships with third parties, from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, and not to take certain actions prior to the Effective Time without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed) and (ii) from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement in accordance with its terms, the Company agreed not to solicit or engage in discussions or negotiations regarding any alternative business combination transaction.
Treatment of Company Equity Awards and Company Employee Stock Purchase Plan ("Company ESPP")
Each Company Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled automatically at the Effective Time for no consideration.
Each award of restricted stock units ("RSUs") of the Company that is outstanding as of immediately prior to the Effective Time or that vests in accordance with its terms as a result of the consummation of the transactions contemplated by the Merger Agreement (the "Transactions") (a "Vested Company RSU") will automatically, at the Effective Time, be cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Vested Company RSU as of immediately prior to the Effective Time.
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Each award of Company RSUs that is outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an "Unvested Company RSU") will automatically, at the Effective Time, be cancelled and converted into and will become the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the "Cash Replacement Company RSU Amounts"), which Cash Replacement Company RSU Amounts will, subject to the holder's continued service through the applicable vesting dates, generally vest and be payable at the same time as the Company RSUs for which the Cash Replacement Company RSU Amounts were exchanged would have vested and been payable pursuant to its terms.
Each award of performance-based restricted stock units of the Company ("Company PSUs") that is outstanding and vested as of immediately prior to the Effective Time or that vests in accordance with its terms as a result of the consummation of the Transactions (including any Company PSUs for which the applicable vesting condition is met prior to or as a result of the consummation of the Transactions) (a "Vested Company PSU") will automatically, at the Effective Time, be cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Vested Company PSU as of immediately prior to the Effective Time.
Each award of Company PSUs that is outstanding as of immediately prior to the Effective Time that is not a Vested Company PSU (an "Unvested Company PSU") will automatically, at the Effective Time, be cancelled and converted into and will become the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company PSU immediately prior to the Effective Time with any performance metrics deemed achieved at target levels of performance (the "Cash Replacement Company PSU Amounts"). All Cash Replacement Company PSU Amounts will, subject to the holder's continued service through the applicable vesting dates, generally vest and be payable at the same time as the Company PSUs for which the Cash Replacement Company PSU Amounts were exchanged would have vested and been payable pursuant to its terms.
As soon as practicable following
Closing Conditions
The closing of the Merger (the "Closing") is conditioned on certain conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding Company Common Stock, (ii) the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Act, (iii) certain other approvals and clearances by government authorities, and (iv) other customary conditions for a transaction of this type, such as the absence of any legal restraint prohibiting the consummation of the Transactions and the absence of any Company Material Adverse Effect (as defined in the Merger Agreement).
Termination Rights
The Merger Agreement contains certain customary termination rights for the
Company and Parent, including (i) if the Merger is not consummated by
Item 8.01 Other Events.
As described in Item 1.01 above, on
Also on
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains and the Company's other filings and
press releases may contain forward-looking statements, which include all
statements that do not relate solely to historical or current facts, such as
statements regarding our expectations, intentions or strategies regarding the
future. In some cases, you can identify forward-looking statements by the
following words: "may," "will," "could," "would," "should," "expect," "intend,"
"plan," "anticipate," "believe," "estimate," "predict," "project," "aim,"
"potential," "continue," "ongoing," "goal," "can," "seek," "target" or the
negative of these terms or other similar expressions, although not all
forward-looking statements contain these words. These forward-looking statements
are based on management's beliefs, as well as assumptions made by, and
information currently available to, the Company. Because such statements are
based on expectations as to future financial and operating results and are not
statements of fact, actual results may differ materially from those projected
and are subject to a number of known and unknown risks and uncertainties,
including: (i) the risk that the proposed Merger may not be completed in a
timely manner or at all, which may adversely affect the Company's business and
the price of the Company Common Stock; (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction, including the
receipt of certain regulatory approvals; (iii) the failure to obtain stockholder
approval; (iv) the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the Merger Agreement,
including in circumstances requiring the Company to pay a termination fee;
(v) the effect of the announcement or pendency of the proposed transaction on
the Company's business relationships, operating results and business generally;
(vi) risks that the proposed transaction disrupts the Company's current plans
and operations; (vii) the Company's ability to retain and hire key personnel and
maintain relationships with key business partners and customers, and others with
whom it does business, in light of the proposed transaction; (viii) risks
related to diverting management's attention from the Company's ongoing business
operations; (ix) unexpected costs, charges or expenses resulting from the
proposed Merger; (x) potential litigation relating to the Merger that could be
instituted against the parties to the Merger Agreement or their respective
directors, managers or officers, including the effects of any outcomes related
thereto; (xi) continued availability of capital and financing and rating agency
actions; (xii) certain restrictions during the pendency of the Merger that may
impact the Company's ability to pursue certain business opportunities or
strategic transactions; (xiii) unpredictability and severity of catastrophic
events, including but not limited to acts of terrorism, war or hostilities or
the COVID-19 pandemic, as well as management's response to any of the
aforementioned factors; (xiv) the impact of adverse general and
industry-specific economic and market conditions, including any impact from
ongoing conflict in
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Additional Information and Where to Find It
This Current Report on Form 8-K is being made in respect of the pending Merger
involving the Company and Parent. The Company will file with the
The definitive proxy statement will be filed with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders in
connection with the pending Merger. Information regarding the Company's
directors and executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in the Company's 2022
annual proxy statement filed with the
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
2.1 Agreement and Plan of Merger, by and among Ping Identity Holding
Corp. , Project Polaris Holdings, LP and Project Polaris Merger
Sub, Inc. , dated as of August 2, 2022 .*
10.1 Voting Agreement, by and among Project Polaris Holdings, LP ,
Ping Identity Holding Corp. , Vista Equity Partners Fund VI, L.P. ,
Vista Equity Partners Fund VI-A, L.P. and VEPF VI FAF, L.P..
99.2 Employee Letter.
104 Cover Page Interactive Data file (embedded within the Inline XBRL
document).
*All schedules to the Merger Agreement have been omitted pursuant to Item
601(b)(2) of Regulation S-K.
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