This excerpt taken from the TIBX 8-K filed Aug 24, 2009.
Item 2.01. Completion of Acquisition or Disposition of Assets
On August 21, 2009, TIBCO Software Inc., a Delaware corporation (TIBCO) acquired DataSynapse, Inc., a Delaware corporation and a provider of enterprise grid and cloud computing software (DataSynapse), in a cash transaction valued at approximately $27.7 million, of which approximately $13.3 million was paid to satisfy certain of DataSynapses existing debt obligations. Pursuant to the terms of that certain Agreement and Plan of Merger (Merger Agreement) dated August 21, 2009 by and among TIBCO, Touchdown Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of TIBCO (Merger Subsidiary), DataSynapse and certain other parties listed on Annex 1 to the Merger Agreement, the Merger Subsidiary merged with and into DataSynapse, resulting in DataSynapse becoming a wholly-owned subsidiary of TIBCO.
At the effective time of the merger and as a result of the merger, each then outstanding share of DataSynapse capital stock was cancelled and converted into the right to receive an amount in cash (without interest) applicable to such then outstanding share as set forth in the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement.
Of the merger consideration, $4.25 million was placed into an escrow fund to secure indemnity obligations of certain DataSynapse stockholders pursuant to the Merger Agreement.
The terms of the merger are more fully described in the Merger Agreement filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference in its entirety.