SERVICESOURCE INTERNATIONAL, INC. Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
The Company's board of directors (the "Board") unanimously determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and its stockholders and approved the Merger Agreement, the Merger, and the other transactions contemplated thereby. Subject to the terms of the Merger Agreement, the Board also unanimously resolved to recommend the adoption of the Merger Agreement by the Company's stockholders.
As a result of the Merger, except as otherwise provided in the Merger Agreement,
each share of common stock, par value
Pursuant to the Merger Agreement, at the Effective Time:
• each Company stock option, whether or not vested, shall automatically and
without any required action on the part of the holder thereof, vest (if unvested) and if not exercised by the holder thereof as of the Effective Time (after notice and a reasonable period to elect the exercise of such Company stock option) be cancelled and, if the exercise price per share is less than the Merger Consideration, be converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option, multiplied by (ii) the total number of shares of common stock underlying such option; if the exercise price per share is equal to or greater than the Merger Consideration, such option if not exercised shall be cancelled without any cash payment or other consideration being made in respect thereof;
• each then-outstanding Company restricted stock unit ("RSU") will automatically
and without any required action on the part of the holder thereof, be assumed by Parent and converted into the right to receive an amount of cash, without interest, equal to the product of (i) the total number of shares of common stock underlying such RSU, multiplied by (ii) the Merger Consideration, plus any dividend equivalent amounts accrued with respect to such RSU (the "RSU Consideration"), and each converted RSU held by an individual who is expected to be a continuing employee shall continue to have and be subject to substantially the same terms and conditions as were applicable to such RSU immediately before the Merger, including payment terms and remaining vesting conditions, but with vesting terms adjusted for any right to accelerated vesting that may apply after the Effective Time under the terms of any Company equity plan, equity award agreement, or Company severance plan currently in effect that may be applicable;
• each then-outstanding Company performance stock unit ("PSU") will automatically
and without any required action on the part of the holder thereof, be assumed by Parent and converted into the right to receive an amount of cash, without interest, equal to the product of (i) the total number of shares of common stock earned under such PSU, with performance measured in accordance with the terms of the applicable governing documents (e.g. based on the attainment of the applicable performance metrics through the date of the Merger) as determined by the board of directors of the Company or a committee thereof after consultation with Parent, multiplied by (ii) the Merger Consideration, plus any dividend equivalent amounts accrued with respect to such PSU (the "PSU Consideration"), and each converted PSU held by an individual who is expected to be a continuing employee shall generally continue to have and be subject to substantially the same terms and conditions as were applicable to such PSU immediately before the Merger (aside from terms related to performance vesting that shall no longer apply following the Effective Time), including payment terms and remaining time-vesting conditions, but with vesting terms adjusted for any right to accelerated vesting that may apply after the Effective Time under the terms of any Company equity plan, equity award agreement, or Company severance plan currently in effect that may be applicable; and
• each RSU and PSU held by an individual (whether an employee, non-employee
director, or independent contractor) who is not expected to be a continuing
employee shall, automatically and without any required action on the part of
the holder thereof, vest (if unvested) and be cancelled and converted into the
right to receive an amount in cash, without interest, equal to the RSU
Consideration or PSU Consideration, as applicable.
If the Merger is consummated, the Company's securities will be de-listed from
Conditions to the Merger and Closing
Consummation of the Merger is subject to customary closing conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock (the "Requisite Stockholder Approval"), (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the expiration of applicable waiting periods or clearance of the Merger, as applicable, under the antitrust and foreign investment laws of certain other jurisdictions, (iii) absence of any law or order, issued by certain governmental authorities of competent jurisdiction, prohibiting the Merger, (iv) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement and (v) other customary closing conditions. Completion of the Merger is not subject to a financing condition.
Regulatory Efforts
The parties to the Merger Agreement have agreed to use their respective commercially reasonable efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the Merger to be satisfied as expeditiously as practicable. In furtherance thereof, Parent and Acquisition Sub have agreed to take promptly any and all steps necessary or reasonably advisable or as may be required by any governmental authority to avoid or eliminate each and every impediment and obtain all consents under any antitrust laws that may be required by any governmental authority so as to enable the parties to consummate the transactions contemplated by the Merger Agreement, including the Merger, as expeditiously as possible.
Non-Solicitation of Competing Offers
From the execution of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, the Company must comply with customary non-solicitation restrictions. Subject to certain customary "fiduciary out" exceptions, the Board is required to recommend that the Company's stockholders vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby. However, the Company may, prior to the receipt of the Requisite Stockholder Approval, make an Adverse Recommendation Change (as defined in the Merger Agreement) in connection with a Superior Proposal or Intervening Event (each as defined the Merger Agreement) if the Company complies with certain notice and other requirements set forth in the Merger Agreement, including the payment of the Termination Fee to Parent or its designee (as defined in the Merger Agreement).
Termination and Fees
Either the Company or Parent may terminate the Merger Agreement in certain
circumstances, including if (i) the Merger shall not have been consummated on or
before
The Company may terminate the Merger Agreement if (i) Parent or Acquisition Sub materially breaches, and does not cure, any representation or covenant that would cause any conditions to the Company's obligation to consummate the Merger not to be satisfied or (ii) all conditions to the Merger have been and continue to be satisfied (subject to customary exceptions) and Parent fails to consummate the Merger after receiving written notification from the Company. . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The foregoing description is qualified in its entirety by reference to the full text of the form of Amended and Restated Indemnification Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofMay 6, 2022 , by and amongServiceSource International, Inc. , Concentrix Corporation and Concentrix Merger Sub Inc. 10.1 Form of Voting Agreement. 10.2 Form of Amended and Restated Director and Officer Indemnification Agreement. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements, other than
historical facts, that address activities that the Company assumes, plans,
expects, believes, intends or anticipates (and other similar expressions) will,
should or may occur in the future are forward-looking statements. The
forward-looking statements are based on management's current beliefs, based on
currently available information, as to the outcome and timing of future events,
including this proposed transaction. These forward-looking statements involve
certain risks and uncertainties that could cause the results to differ
materially from those expected by the management of the Company. These include
the expected timing and likelihood of completion of the proposed transaction,
including the timing, receipt and terms and conditions of any required
governmental and regulatory approvals of the proposed transaction that could
reduce anticipated benefits or cause the parties to abandon the proposed
transaction, the ability to successfully integrate the businesses, the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement, the possibility that stockholders of
the Company may not approve the merger, the risk that the parties may not be
able to satisfy the conditions to the proposed transaction in a timely manner or
at all, risks related to disruption of management time from ongoing business
operations due to the proposed transaction, the risk that any announcements
relating to the proposed transaction could have adverse effects on the market
price of the Company's securities, the risk of any unexpected costs or expenses
resulting from the proposed transaction, the risk of any litigation relating to
the proposed transaction, the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of the Company to
retain customers and retain and hire key personnel and maintain relationships
with their suppliers and customers and on its operating results and businesses
generally, or the risk the pending proposed transaction could distract
management of the Company and it will incur substantial costs. All such factors
are difficult to predict and are beyond the Company's control, including those
detailed in the Company's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K that are available on its website at
http://www.servicesource.com and on the
All forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Additional Information and Where to Find It
This document does not constitute an offer to buy or sell or the solicitation of
an offer to buy or sell any securities or a solicitation of any vote or
approval. This communication may be deemed to be solicitation material in
respect of the pending acquisition of the Company by Parent (the "Transaction").
The Company intends to file a proxy statement (the "Transaction Proxy
Statement") with the
Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the holders of the Company's
common stock in respect of the Transaction. Information about the directors and
executive officers of the Company is set forth in the Company's proxy statement
for its 2022 annual meeting of stockholders, which was filed with the
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