|
Quotes & Info
|
| VRSN > SEC Filings for VRSN > Form 8-K on 7-Oct-2008 | All Recent SEC Filings |
7-Oct-2008
Entry into a Material Definitive Agreement, Termination of a Material Definitive
On October 6, 2008, VeriSign, Inc. (the "Company") and certain of its subsidiaries entered into a Purchase and Termination Agreement (the "Agreement") with Fox Entertainment Group, Inc. (a subsidiary of News Corporation) and certain of its subsidiaries (collectively, "Fox"), US Mobile Holdings, LLC and Netherlands Mobile Holdings C.V. (together, the "Joint Ventures") and Jamba Netherlands Mobile Holdings GP B.V. (the "Netherlands GP"). Pursuant to the Agreement, the Company and its relevant subsidiaries agreed to sell their aggregate remaining 49% interest in the Joint Ventures and the Netherlands GP for an aggregate amount of approximately $200 million to Fox, who, as a result of the sale, will own 100% of the Joint Ventures and the Netherlands GP. The sale was completed on the same day, October 6, 2008.
Pursuant to the Agreement, (i) certain outstanding debts and accrued but unpaid
interest owed among the Joint Ventures and the Company have been repaid,
(ii) the parties have agreed to the settlement and discharge of all other
payments among them as of the date of the Agreement with respect to the Joint
Ventures, and as of August 31, 2008, with respect to the Gateway Agreement
(defined below), (iii) the Company and its affiliates have agreed to continue to
observe, for fixed periods, certain non-compete clauses with respect to the
direct-to-consumer mobile business conducted by the Joint Ventures (although,
subject to certain exceptions, the Company and its affiliates may continue to
provide "business to business" mobile content services), (iv) the Company and
its affiliates have agreed to continue to observe certain non-solicitation
clauses with respect to the employees of the Joint Ventures, and (v) Fox and the
Company have released each other from certain claims and from certain, but not
all, liabilities and indemnification obligations related to the Joint Ventures.
As a result of the sale of the Joint Ventures under the Agreement, the Company
has no interest in the Joint Ventures or the Netherlands GP and its managers no
longer serve on the boards of directors of the Joint Ventures or the Netherlands
GP.
Simultaneously with closing of the sale of the Joint Ventures under the Agreement, the Company and the Joint Ventures entered into an amendment (the "Gateway Agreement Amendment") to the VeriSign Gateway Services Agreement between the Company and the Joint Ventures, dated January 31, 2007 (the "Gateway Agreement"). The Gateway Agreement Amendment modifies certain provisions of the Gateway Agreement governing services to be provided by the Company to the Joint Ventures, including modifications that limit the initial term of the Company's obligations and that partially alter the fee and revenue share structure for certain services rendered.
A copy of the press release announcing the sale of the Company's minority share of the Joint Ventures to Fox is attached hereto as Exhibit 99.1.
As a result of the sale of the Joint Ventures under the Agreement, the Company's
obligations under: (i) the Joint Venture Agreement of Netherlands Mobile
Holdings C.V., by and among News Corporation, the Company, Fox Dutch Mobile
B.V., VeriSign Netherlands Mobile Holdings B.V. and the Netherlands GP, and
(ii) the Limited Liability Company Agreement of US Mobile Holdings, LLC, by and
among Fox US Mobile Holdings, Inc., News Corporation, VeriSign U.S. Holdings,
Inc., and U.S. Mobile Holdings, LLC, in each case dated as of January 31, 2007
(together, the "Joint Venture Agreements") have terminated effective as of
October 6, 2008. The Joint Venture Agreements were originally entered into to
set out the rights and obligations of the Company, its relevant subsidiaries and
Fox with respect to the Joint Ventures, which were created to provide mobile
entertainment to consumers on a global basis. The provisions of the Joint
Venture Agreements concerning board appointments to the Joint Ventures, capital
contributions, and certain put and call arrangements, among others, are no
longer effective for the Company. However, certain indemnification obligations
will remain in effect. The Company will not incur any early termination
penalties as a result of the termination of the Joint Venture Agreements.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release by VeriSign, Inc. and News Corporation dated October 7,
2008, announcing the sale by VeriSign of its minority share of the
mobile entertainment joint venture to News Corporation.
|
|
|