Item 7.01. Regulation FD Disclosure
On December 14, 2021, Unisys Corporation (the "Company") issued a press release
announcing that it has acquired CompuGain LLC ("CompuGain"), as more fully
described under Item 8.01 below. The information in this Item 7.01, including
the press release attached as Exhibit 99.1, is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section. Such
information shall not be incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item 8.01. Other Events.
On December 14, 2021, the Company entered into an agreement to acquire CompuGain
for $87.3 million on a cash-free, debt-free basis. The transaction closed upon
the execution of the acquisition agreement. The purchase price is subject to
customary adjustments based on closing cash, indebtedness and working capital.
The Company is funding the cash consideration and acquisition-related costs with
cash on hand. The acquisition agreement contains customary representations,
warranties and indemnification provisions. The Company obtained representation
and warranty insurance, which provides coverage for breaches of certain
representations and warranties contained in the acquisition agreement, subject
to deductibles and certain other terms and conditions.
CompuGain is an Amazon Web Services (AWS) advanced consulting partner. CompuGain
has partnered with more than 35 Fortune 1000 Companies with highly-regulated
environments, delivering more than 1,500 projects to date. CompuGain brings a
team of more than 400 engineers, cloud solution architects and developers
providing consultation and implementation expertise in modern application
delivery, data services, micro-services, and digital transformation to achieve
the next faster.
Forward-Looking Statements
This Form 8-K contains statements that are not historical facts but rather
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are usually identified
by or are associated with such words as "intend," "plan," "believe," "estimate,"
"expect," "anticipate" and similar terminology. Such forward-looking statements
include those that address activities, events or developments that the Company
or its management believes or anticipates may occur in the future, including
earnings enhancements, synergies and other benefits from the CompuGain
acquisition. All forward-looking statements are based upon the Company's current
expectations, various assumptions and data available from third parties. The
Company's expectations and assumptions are expressed in good faith, and the
Company believes there is a reasonable basis for them. However, there can be no
assurance that such forward-looking statements will materialize or prove to be
correct as forward-looking statements are inherently subject to known and
unknown risks, uncertainties and other factors which may cause actual future
results, performance or achievements to differ materially from the future
results, performance or achievements expressed in or implied by such
forward-looking statements. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those set out in the
forward-looking statements, including: the risk that the Company may be unable
to successfully integrate CompuGain or that integration costs exceed the
Company's expectations; the risk that the Company may not realize the benefits
expected from the acquisition, including earnings enhancements and synergies;
potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement of the acquisition; the risk
that the Company may not attract, motivate and retain experienced personnel in
key positions; the risk that the Company did not identify certain risks relating
to the business of CompuGain or underestimated the severity or probability of
certain risks relating to the business of CompuGain; the risk that the Company
may not effectively anticipate and respond to volatility and rapid technological
innovation; the risk of adverse developments on the Company's ability to grow
revenue and expand margin in its Digital Workplace Services and Cloud and
Infrastructure businesses; the risks of doing business internationally,
particularly when a significant portion of the Company's revenue is derived from
international operations; the risk of cybersecurity breaches, which could result
in significant costs and harm the Company's business and reputation; and the
other factors discussed in the Item 1A, "Risk Factors" sections in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2021, and in the Company's other filings with the Securities and Exchange
Commission which are available at http://sec.gov. For any forward-looking
statements contained in this or any other document, the Company claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. The Company assumes no
obligation to update or revise any forward-looking statements in light of new
information or future events except as required by law.


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Item 9.01. Financial Statements and Exhibits
(d)   Exhibits


Exhibit No.                  Description
  99    .    1               Press Release issued by the Company on

December 14, 2021, announcing the


                             acquisition of CompuGain LLC

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