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AKAM > SEC Filings for AKAM > Form 8-K on 2-Dec-2013All Recent SEC Filings

Show all filings for AKAMAI TECHNOLOGIES INC

Form 8-K for AKAMAI TECHNOLOGIES INC


2-Dec-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhi


Item 1.01 Entry into Material Definitive Agreement

On December 2, 2013, Akamai Technologies, Inc., a Delaware corporation ("Akamai"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Akamai, Panther Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Akamai ("Sub"), Prolexic Technologies, Inc., a Delaware corporation ("Prolexic"), certain principal shareholders of Prolexic and a representative of the selling equity holders of Prolexic to acquire all of the outstanding equity of Prolexic for a net cash payment of approximately $370 million, subject to certain adjustments at closing (the "Cash Consideration"), plus the assumption of unvested options to purchase shares of Prolexic common stock. The closing of the merger (the "Closing") is subject to customary closing conditions including the receipt of necessary regulatory approvals.

Pursuant to the Merger Agreement, Sub will merge with and into Prolexic, with Prolexic continuing as the surviving corporation and a subsidiary of Akamai (the "Merger"). Upon the Closing, Prolexic stockholders, holders of vested stock options and warrant holders (collectively, the "Equity Holders") will become entitled to receive the Cash Consideration. Under the Merger Agreement, 12.5% percent of the Cash Consideration will be deposited in an escrow account at Closing to secure certain indemnification and other obligations of the Equity Holders to Akamai. At the Closing, Akamai will also assume all unvested options to purchase shares of Prolexic common stock that are outstanding at that time.

Each of Prolexic and Akamai has agreed to customary representations, warranties and covenants in the Merger Agreement. The representations and warranties survive for a period of 18 months after the Closing, subject to specified exceptions. The Merger Agreement also includes indemnification obligations in favor of Akamai from the Equity Stockholders, including for breaches of representations, covenants and agreements made by Prolexic in the Merger Agreement.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be a complete statement of the parties' rights and obligations under the Merger Agreement and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1   Agreement and Plan of Merger by and among Akamai Technologies, Inc.,
       Panther Acquisition Corp., Prolexic Technologies, Inc. and the Principal
       Stockholders of Prolexic Technologies, Inc., dated December 2, 2013.

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