Item 7.01. Regulation FD Disclosure OnDecember 14, 2021 ,Unisys Corporation (the "Company") issued a press release announcing that it has acquiredCompuGain 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. OnDecember 14, 2021 , the Company entered into an agreement to acquireCompuGain 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 anAmazon 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 theCompuGain 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 integrateCompuGain 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 ofCompuGain or underestimated the severity or probability of certain risks relating to the business ofCompuGain ; 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 endedDecember 31, 2020 and in the Company's Quarterly Report on Form 10-Q for the quarter endedMarch 31, 2021 , and in the Company's other filings with theSecurities 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. -------------------------------------------------------------------------------- Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99 . 1 Press Release issued by the Company on
acquisition ofCompuGain LLC
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