Item 2.01 Completion of Acquisition or Disposition of Assets
On June 23, 2009, Ixia, a California corporation ("Ixia"), completed its
acquisition of all of the outstanding shares of common stock, par value $0.001
per share (the "Shares"), of Catapult Communications Corporation, a Nevada
corporation ("Catapult"), pursuant to an Agreement and Plan of Merger dated as
of May 11, 2009 (the "Merger Agreement"), by and among Ixia, Catapult and Josie
Acquisition Company, a Nevada corporation and a wholly owned subsidiary of Ixia
("Purchaser").
Ixia's acquisition of Catapult was structured as a two-step transaction, with
a cash tender offer by Purchaser for the Shares at a price of $9.25 per Share in
cash to the holders thereof (the "Offer Price") without interest and less any
applicable withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 26, 2009, and in the related Letter of
Transmittal, each as amended and supplemented from time to time, filed by Ixia
and Purchaser with the Securities and Exchange Commission (the "SEC") on May 26,
2009 (the "Offer"), followed by the merger of Purchaser with and into Catapult
(the "Merger").
The Offer expired at 12:00 midnight, New York City time, at the end of
Monday, June 22, 2009. A total of 10,798,897 Shares was tendered and not
withdrawn pursuant to the Offer, representing approximately 95.5% of the
outstanding Shares. All Shares that were validly tendered and not withdrawn were
accepted for payment in accordance with the terms of the Offer.
Pursuant to the Merger Agreement, the Merger was consummated on June 23, 2009
without a meeting of the Company's stockholders in accordance with the Nevada
Revised Statutes. At the effective time of the Merger, Purchaser was merged with
and into Catapult, with Catapult surviving as a wholly owned subsidiary of Ixia.
In the Merger, each outstanding Share (other than Shares held by the Company or
any of its subsidiaries or owned by Ixia or any of its subsidiaries, which were
automatically cancelled without consideration) was automatically cancelled and
converted into and became a right to receive the Offer Price without interest
and less any required withholding taxes.
The foregoing summary description of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the terms of the
Merger Agreement, a copy of which was included as Exhibit 2.1 to Ixia's Current
Report on Form 8-K, filed with the SEC on May 12, 2009, and which is
incorporated herein by reference.
The aggregate consideration paid by Purchaser and Ixia for the Shares in the
Offer and the Merger was approximately $104.6 million, plus related transaction
fees and expenses. Aggregate consideration of approximately $2.0 million is also
being paid to holders of options to purchase Catapult common stock that were
cancelled in connection with the Merger and that had exercise prices lower than
the Offer Price. Ixia funded the acquisition from cash (or cash equivalents) on
hand.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment no later than 71 calendar days after the date on which this Current
Report on Form 8-K is required to be filed with the SEC.
Table of Contents
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form 8-K will be
filed by amendment no later than 71 calendar days after the date on which this
Current Report on Form 8-K is required to be filed with the SEC.
(d) Exhibit
2.1 Agreement and Plan of Merger dated as of May 11, 2009, among Ixia, a
California corporation, Catapult Communications Corporation, a Nevada
corporation, and Josie Acquisition Company, a Nevada corporation and a wholly
owned subsidiary of Ixia (incorporated by reference to Exhibit 2.1 to Ixia's
Current Report on Form 8-K filed with the SEC on May 12, 2009).
Table of Contents