Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 23, 2009 (the "Closing Date"), Syniverse Holdings, Inc. (the
"Company") completed the purchase from VeriSign, Inc. ("VeriSign"), a Delaware
corporation, and certain of its foreign subsidiaries (collectively, the
"Seller") the Seller's Inter-Carrier Gateway, Premium Messaging Gateway,
PictureMail/Integrated Multimedia Message Service and Mobile Enterprise
Solutions businesses (collectively, the "VM3 Business"), pursuant to an
acquisition agreement, dated as of August 24, 2009, as subsequently amended
October 2, 2009 and October 23, 2009, by and among the Company and the Seller
(the "Agreement"). The purchase was completed for cash proceeds of
$174.5 million, after preliminary adjustments to reflect the parties' current
estimate of working capital associated with the VM3 Business as of the Closing
Date. The transaction will be subject to a final adjustment to reflect the
actual working capital balance as of the Closing Date.
Pursuant to the Agreement, the Company acquired (i) all of the equity interests
owned by VeriSign in VeriSign ICX Corporation ("ICX"), a Delaware corporation
and wholly-owned subsidiary of VeriSign, which owns a substantial portion of the
VM3 Business assets and (b) certain other assets related to ICX and the VM3
Business, including (i) certain contracts, (ii) certain accounts receivable and
prepaid expenses, (iii) certain office furniture, computers, servers and other
equipment, (iv) ownership of or the right to use certain intellectual property,
(v) certain claims, causes of action and rights accruing after the closing of
the sale and (vi) all of the Seller's and ICX's goodwill in the VM3 Business as
a going concern. Certain employees of the VM3 Business became employees of ICX
upon the Closing Date.
A copy of the Agreement is attached hereto as Exhibits 2.1, 2.2 and 2.3. The
description of the Agreement as set forth in this Current Report is qualified in
its entirety by reference to the full text of the Agreement attached hereto.
A copy of the press release announcing the Company's completion of the purchase
of the Seller's VM3 Business is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
2.1 Acquisition Agreement, dated as of August 24, 2009, by and
among VeriSign, Inc. and certain of its subsidiaries, and
Syniverse Holdings, Inc. (exhibits and schedules omitted
pursuant to Regulation S-K, Item 6.01(b)(2), a copy of such
omitted exhibits and schedules to be provided to the
Securities and Exchange Commission upon request).*
2.2 Letter Amendment No. 1, dated as of October 2, 2009, by and
among VeriSign, Inc. and certain of its subsidiaries, and
Syniverse Holdings, Inc.
2.3 Letter Amendment No. 2, dated as of October 23, 2009, by and
among VeriSign, Inc. and certain of its subsidiaries, and
Syniverse Holdings, Inc. and Syniverse Technologies Services
(India) Private Limited (annexes and schedules omitted
pursuant to Regulation S-K, Item 6.01(b)(2), a copy of such
omitted annexes and schedules to be provided to the
Securities and Exchange Commission upon request).
99.1 Press Release of Syniverse Holdings, Inc., dated October 26,
2009.
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* Confidential
treatment
has been
requested
with respect
to portions
of this
exhibit.