Partner One Capital agreed to acquire Activation Business of Evolving Systems, Inc. (NasdaqCM:EVOL) on October 15, 2021. The total consideration for this and another agreement with Evolving Systems is for $40 million. At the closing, Evolving Systems expects to receive $37.5 million of the base purchase price in cash (subject to adjustment for net cash), with the remaining $2.5 million placed in escrow as security for Evolving Systems indemnification obligations. The escrowed funds will be released to Evolving Systems on the first business day following the one-year anniversary of the closing, less any portion used to make indemnification payments to PartnerOne. The agreement contains a go-shop provision pursuant to which Evolving Systems, assisted by its legal and financial advisors, has the right to solicit and engage in discussions and negotiations with respect to potential competing proposals through the go-shop period, which ends on November 15, 2021. Evolving Systems board will have the right to terminate the proposed transaction with PartnerOne, and enter into a superior transaction, subject to the terms and conditions contained in the purchase agreements executed by Evolving Systems and PartnerOne. In a related transaction Partner One Capital also agreed to acquire Marketing Business of Evolving Systems, Inc. The transaction is subject to various terms and conditions, including approval by Evolving Systems stockholders. Evolving Systems expects to file a preliminary proxy statement regarding the proposed transaction with the U.S. Securities & Exchange Commission within 30 days. The transaction has been approved by the Board of Directors of both Partner One and Evolving Systems. At closing, we anticipate that Evolving Systems will have a debt free balance sheet with approximately $37.5 million in cash and cash equivalents. As of November 15, 2021, the go-shop provision ended and transaction is expected to close in 2021. Hunton Andrews Kurth LLP acted as legal advisor to Evolving System Inc.

Partner One Capital completed the acquisition of Activation Business of Evolving Systems, Inc. (NasdaqCM:EVOL) on December 31, 2021.