ITEM 8.01. Other Events.
As previously disclosed on a Form 8-K filed with the Securities and Exchange
Commission on December 7, 2021, Mimecast Limited, a public limited company
organized under the Laws of the Bailiwick of Jersey ("Mimecast"), entered into a
Transaction Agreement (the "Transaction Agreement") with Magnesium Bidco
Limited, a private limited company incorporated in England & Wales ("Buyer"),
pursuant to which Buyer will acquire the entire share capital of Mimecast in an
all-cash transaction pursuant to a scheme of arrangement under Part 18A of the
Companies (Jersey) Law 1991 (the "Scheme of Arrangement"), as amended from time
to time (the "Transaction"). Buyer is an affiliate of Permira Advisors LLC.
Regulatory Approvals
On April 7, 2022 Mimecast received written notice from the South Africa
Competition Commission (the "Competition Commission") that there are no
unresolved concerns and that the Competition Commission has concluded no further
action is to be taken under the South African Competition Act No. 89 of 1998, as
amended, with respect to the Transaction.
On April 14, 2022 Mimecast received written notice from the UK Department for
Business, Energy and Industrial Strategy ("BEIS") that there are no unresolved
concerns and that BEIS has concluded no further action is to be taken under
Section 26(1)(b) of the UK National Security and Investment Act 2021, as
amended, with respect to the Transaction.
As previously disclosed on a Form 8-K filed with the Securities and Exchange
Commission on April 1, 2022, Mimecast received written notice from the Committee
on Foreign Investment in the United States ("CFIUS") that there are no
unresolved national security concerns and that CFIUS concluded action under
Section 721 of the Defense Production Act of 1950, as amended, with respect to
the Transaction.
Receipt of each of the Competition Commission clearance, BEIS clearance and
CFIUS clearance satisfies a certain condition to the closing of the Transaction.
The closing of the Transaction remains subject to the satisfaction or waiver of
the remaining conditions to the Transaction set forth in the Transaction
Agreement, including the sanctioning of the Scheme of Arrangement by the Royal
Court of Jersey.
Court Hearing
The Royal Court of Jersey (the "Court") has set May 18, 2022 at 10:00 a.m.
(Jersey time) to hear Mimecast's application to sanction the Scheme of
Arrangement under Part 18A of the Companies (Jersey) Law 1991, pursuant to the
Transaction Agreement. Mimecast shareholders are entitled to attend and be heard
at the Court hearing to sanction the Scheme of Arrangement, either in person or
through a Jersey advocate, to support or oppose the Scheme. The Court's address
is Royal Court House, Royal Square, St Helier, Jersey JE1 1JG and its telephone
number is +44 1534 441 300.
Mimecast continues to monitor the Court's availability to hold the Court hearing
to sanction the Scheme of Arrangement as soon as possible. If, and only if,
Mimecast is successful in securing an earlier date to hold the Court hearing to
sanction the Scheme of Arrangement, an amendment to this Form 8-K will be filed
with the Securities and Exchange Commission at least 14 days prior to such date.
On April 21, 2022, Mimecast issued a press release announcing the date of the
Court hearing to sanction the Scheme of Arrangement. A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Press Release, dated April 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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