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| IRBT > SEC Filings for IRBT > Form 8-K on 1-Oct-2012 | All Recent SEC Filings |
1-Oct-2012
Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
On October 1, 2012, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 14, 2012, by and among iRobot Corporation, a Delaware corporation (the "Company"), Bull Dog Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Company ("MergerCo"), Evolution Robotics, Inc., a Delaware corporation ("Evolution"), and Shareholder Representative Services LLC, as the Securityholders' Representative, the Company completed its previously announced acquisition of all of the issued and outstanding shares of capital stock of Evolution, and MergerCo merged with and into Evolution, with Evolution remaining as the surviving entity and a wholly-owned subsidiary of the Company (the "Merger"). At the closing, the Company paid approximately $74.9 million in cash. Pursuant to the Merger Agreement, $8.88 million of the purchase price was placed into an escrow account to settle certain claims for indemnification for breaches or inaccuracies in Evolution's representations and warranties, covenants and agreements, and $250,000 of the purchase price was deposited in escrow to satisfy, in part, any payments due to the Company for certain adjustments to the calculation of the working capital of Evolution.
A copy of the Merger Agreement is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on September 17, 2012. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement.
(a) Financial Statements of Businesses Acquired. The financial information required by this Item 9.01(a) has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information. The financial information required by
this Item 9.01(b) has not been included with this filing and will be filed
by amendment to this Current Report on Form 8-K not later than seventy-one
(71) calendar days after the date that this Current Report on Form 8-K
must be filed.
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