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TXTR > SEC Filings for TXTR > Form 8-K on 18-Nov-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.
On November 13, 2013, Textura Corporation ("Textura") entered into an agreement and plan of merger (the "Agreement") with Latista Technologies, Inc ("Latista"). Pursuant to the Agreement, a subsidiary of Textura will merge with and into Latista with Latista surviving the merger as a wholly owned subsidiary of Textura (the "Merger").
Under the terms of the Agreement, Textura has agreed to pay approximately $35 million in cash upon closing. Textura will fund the purchase price with available cash on hand.
The Merger is subject to customary closing conditions, including certain required consents and approval by the holders of common stock and preferred stock of Latista, and is expected to be completed on or about December 2, 2013. The Agreement contains customary representations and warranties. The representations and warranties in the Agreement will generally survive until approximately April 1, 2015. Pursuant to the Agreement, following the consummation of the Merger, Textura is entitled to indemnification for, among other things, breaches of representations and warranties, subject to a deductible and an aggregate cap.
The Agreement also contains customary covenants and agreements, including, among other things, with respect to the operation of Latista's business between the signing of the Agreement and the closing of the Merger.
Either Textura or Latista may terminate the Agreement if the Merger does not occur by December 31, 2013.
Item 7.01. Regulation FD Disclosure.
On November 14, 2013, Textura issued a press release announcing the execution of the Agreement referred to in Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated November 14, 2013

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