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WSTL > SEC Filings for WSTL > Form 8-K on 18-Mar-2013All Recent SEC Filings

Show all filings for WESTELL TECHNOLOGIES INC | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements and Exh

Item 1.01. Entry into a Material Definitive Agreement.

On March 18, 2013, Westell Technologies, Inc., a Delaware corporation ("Westell Technologies" or the "Company"), announced that its wholly-owned subsidiary Westell, Inc. ("Westell") has agreed to acquire Kentrox, Inc., an Oregon Corporation ("Kentrox"), pursuant to the terms of an Agreement and Plan of Merger, dated as of March 15, 2013 (the "Merger Agreement"), by and among Westell, Wes Acquisition Sub, Inc., an Oregon corporation and a wholly-owned subsidiary of Westell (the "Merger Sub"), Kentrox, and Investcorp Technology Ventures II, L.P., a Delaware limited partnership, as the shareholders' representative.

Pursuant to the Merger Agreement, at the closing, Merger Sub will merge with and into Kentrox, with Kentrox surviving as an indirect wholly-owned subsidiary of the Company. The aggregate purchase price is $30 million, which amount is subject to a working capital adjustment and escrow provisions. The Merger Agreement contains representations and warranties customary for a transaction of this type. The Company expects to finance the acquisition by using existing cash. The transaction is expected to close on April 1, 2013.

Consummation of the transaction is subject to customary conditions, including without limitation (i) the receipt of specified third party consents and delivery of specified notices, (ii) the absence of any law or order that is in effect and restrains, enjoins or otherwise prohibits the Merger, (iii) the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the Merger Agreement (subject to customary materiality qualifiers) and (iv) the entry into employment arrangements with four key employees of Kentrox.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. A copy of the press release issued on March 18, 2013 in connection with the execution of the Merger Agreement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number   Description
         Agreement and Plan of Merger, dated as of March 15, 2013, by and among
         Westell, Inc., Westell Acquisition Sub, Inc., Kentrox, Inc., and
2.1      Investcorp Technology Ventures II, L.P.
99.1     Press Release, dated March 18, 2013

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