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Logitech International S.A. 8-K 2009
ITEM
1.01ENTRY INTO DEFINITIVE
MATERIAL AGREEMENT.
On
November 10, 2009, two wholly-owned subsidiaries of Logitech International S.A.
(“Logitech”) entered into an Agreement and Plan of Merger (as
amended, the “merger agreement”) to acquire LifeSize Communications, Inc.
(“LifeSize”) for an amount of cash representing a $405 million enterprise
value. In the merger, Logitech will pay approximately $375 million in
cash to the holders of LifeSize capital stock, vested options and warrants, plus
the assumption of LifeSize restricted stock and unvested options to purchase
LifeSize common stock and the assumption of LifeSize’s net debt and transaction
expenses. In connection with the merger agreement, Logitech executed
a guaranty in favor of LifeSize under which Logitech guaranteed the performance
of its wholly-owned subsidiaries’ obligations under the merger
agreement.
Under the
terms of the merger agreement, each share of LifeSize capital stock outstanding
at the completion of the merger will be converted into a right to receive a cash
payment, which will be determined pursuant to the formula set forth in the
merger agreement. In addition, Logitech will assume all outstanding
LifeSize restricted stock and unvested stock options held by continuing LifeSize
employees at the completion of the merger. Subject to certain
exceptions, each assumed share of restricted stock and each assumed option will
be converted into that number of whole Logitech shares determined by the formula
set forth in the merger agreement and will continue to have the same terms and
conditions set forth in LifeSize’s current option plan.
Logitech
will deduct $37 million of the total merger consideration otherwise payable in
the merger to the holders of LifeSize capital stock, vested options and warrants
to be held in escrow as security for indemnification claims under the merger
agreement. The escrow fund will be disbursed to the holders of LifeSize capital
stock, vested options and warrants with fifty percent disbursed on the 12-month
anniversary of the closing and the remaining fifty percent on the 18-month
anniversary of the closing, subject in each case to indemnification
claims.
The
merger and the merger agreement have been approved by the board of directors of
each of LifeSize and Logitech, and by the requisite vote of the LifeSize
stockholders. Completion of the transaction is subject to other customary
closing conditions, including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act. The merger is expected to close in December 2009.
The
merger agreement also contains customary representations and warranties of
LifeSize and Logitech, covenants regarding the operation of the LifeSize
business prior to the closing date, and provisions regarding indemnification in
favor of Logitech.
In
connection with the merger, Logitech has also agreed to establish a retention
pool of approximately $9 million in cash and stock options to purchase up to
approximately 800,000 Logitech shares.
The
foregoing description of the merger agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the merger
agreement. Logitech will file the merger agreement as an exhibit to
its Quarterly Report on Form 10-Q for the period ending on December 31,
2009.
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed by the undersigned, thereunto duly
authorized.
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