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PTC > SEC Filings for PTC > Form 8-K on 24-Jul-2014All Recent SEC Filings

Show all filings for PTC INC.

Form 8-K for PTC INC.


Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statemen

Item 1.01. Entry into a Material Definitive Agreement.

On July 23, 2014, PTC Inc. ("PTC") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Aztec Acquisition Corporation, a wholly-owned subsidiary of PTC ("Merger Sub"), Axeda Corporation ("Axeda"), and Fortis Advisors LLC, as the Securityholder Representative, to acquire Axeda for approximately $170 million in cash, subject to adjustment as set forth in the Merger Agreement. PTC expects to borrow $170 million under its existing credit facility to fund the acquisition.

The Merger Agreement has been approved by the boards of directors of PTC and Axeda. At the closing of the transaction, Axeda will become a wholly-owned subsidiary of PTC.

The Merger Agreement contains customary representations, warranties and covenants of Axeda, PTC and Merger Sub, including, among others, covenants by Axeda to conduct its business in the ordinary course before the closing date of the Acquisition (the "Closing Date") and not to solicit, initiate, entertain, or agree to any alternative third party acquisition proposal or to negotiate or engage with any third party about an alternative acquisition proposal.

Pursuant to the Merger Agreement, the acquisition is subject to customary conditions to closing, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The Merger Agreement provides for PTC to be indemnified for losses resulting from breaches of Axeda's representations, warranties and covenants, certain tax liabilities, and certain other matters. The sum of $20 million of the purchase price has been placed in escrow as the exclusive source, subject to certain exceptions, for satisfaction of such losses as to which claims are made on or before 24 months after the Closing Date, subject to certain exceptions.

A copy of the Merger Agreement is attached as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

Item 7.01. Regulation FD Disclosure.

The Axeda acquisition is expected to add $25 million to $30 million of revenue in FY'15. Axeda has approximately 160 employees, primarily located in the United States.

Forward Looking Statements and Risks

Statements in this report, including about the closing of the acquisition and our expectations regarding its financial impact are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. Such risks and uncertainties include the following: the transaction may not close on the timing we anticipate or at all, we may not be able to generate the revenue we expect, we may be unable to operate the business to achieve the expected financial results, we may be unable to retain and maintain relationships with key employees and strategic partners of Axeda, as well as other risks and uncertainties described in reports we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Agreement and Plan of Merger dated as of July 23, 2014 by and among PTC Inc., Aztec Acquisition Corporation, Axeda Corporation, and Fortis Advisors LLC, as the Securityholder Representative.

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