Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on January 5, 2021, F5 Networks, Inc., a Washington
corporation ("F5") entered into a Merger Agreement (the "Merger Agreement") with
Volterra, Inc., a Delaware corporation ("Volterra"), Voyager Merger Sub
Corporation, a Delaware corporation and a wholly owned subsidiary of F5 ("Merger
Sub") and Shareholder Representative Services LLC, a Delaware limited liability
company, as security holder representative. The transaction closed on January
22, 2021. Pursuant to the Merger Agreement, the transaction was structured as a
merger of Merger Sub with and into Volterra (the "Merger"), with Volterra
surviving the Merger and becoming a wholly-owned subsidiary of F5.
Pursuant to the Merger Agreement, at or around the effective time of the Merger,
F5 paid or will pay an aggregate amount of consideration worth approximately
$440,000,000 in cash and approximately $60,000,000 in deferred consideration and
assumed unvested incentive compensation to founders and employees, subject to
certain adjustments set forth in the Merger Agreement, for all of the shares of
Volterra (excluding shares (i) owned by Volterra or any subsidiary of Volterra
and (ii) held by Volterra shareholders who perfect their dissenters' rights with
respect to the Merger) and all of the other outstanding equity securities of
Volterra (the "Merger Consideration"). F5 also assumed all unvested and
outstanding Volterra options, restricted stock units and restricted share awards
held by continuing employees of Volterra, with restricted share awards converted
into deferred cash awards. All unvested and outstanding Volterra options and
restricted stock units held by non-continuing employees of Volterra were
cancelled without consideration. All unvested and outstanding shares of Volterra
restricted stock held by non-continuing employees of Volterra were repurchased
by Volterra at the cost such non-continuing employee paid for such share of
Volterra restricted stock.
The foregoing description of the Merger Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by, the full text
of the Merger Agreement, which was filed as Exhibit 2.1 in a Current Report on
Form 8-K filed with the Securities and Exchange Commission (the "SEC") on
January 7, 2021 and is incorporated by reference herein.
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Item 7.01 Regulation FD Disclosure.
On January 25, 2021, F5 issued a press release announcing the closing. A copy of
this press release is furnished herewith as Exhibit 99.1 and is incorporated by
reference herein.
Cautionary Note Regarding Forward-Looking Statements
This document contains "forward-looking statements" within the meaning of the
federal securities laws, including Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, including,
among other things, statements regarding the continuing strength and momentum of
F5's and Volterra's business, future financial performance, sequential growth,
projected revenues including target revenue and earnings ranges, income,
earnings per share, share amount and share price assumptions, share repurchases,
demand for application delivery networking, application delivery services,
security, and software products, expectations regarding future services and
products, expectations regarding future customers, markets and the benefits of
products, and other statements that are not historical facts and which are
forward-looking statements. These forward-looking statements are subject to the
safe harbor provisions created by the Private Securities Litigation Reform Act
of 1995. Actual results could differ materially from those projected in the
forward-looking statements as a result of certain risk factors. Such
forward-looking statements involve risks and uncertainties, as well as
assumptions and other factors that, if they do not fully materialize or prove
correct, could cause the actual results, performance or achievements of the
company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, but are not limited to:
customer acceptance of Volterra and F5 offerings; potential disruptions to F5's
business and distraction of management as F5 integrates Volterra's business and
technology; F5's ability to successfully integrate Volterra's products with F5
technologies; the ability of F5's sales professionals and distribution partners
to sell Volterra's product and service offerings; the timely development,
introduction and acceptance of additional new products and features by F5 or its
competitors; competitive factors, including but not limited to pricing
pressures, industry consolidation, entry of new competitors into F5's markets,
and new product and marketing initiatives by our competitors; increased sales
discounts; the business impact of the acquisition of Volterra and potential
adverse reactions or changes to business or employee relationships, including
those resulting from the announcement or completion of the acquisition;
uncertainties as to the timing of the transaction; uncertain global economic
conditions which may result in reduced customer demand for our products and
services and changes in customer payment patterns; global economic conditions
and uncertainties in the geopolitical environment; overall information
technology spending; litigation involving patents, intellectual property,
shareholder and other matters, and governmental investigations; natural
catastrophic events; a pandemic or epidemic; F5's ability to sustain, develop
and effectively utilize distribution relationships; F5's ability to attract,
train and retain qualified product development, marketing, sales, professional
services and customer support personnel; F5's ability to expand in international
markets; the unpredictability of F5's sales cycle; F5's share repurchase
program; future prices of F5's common stock; and other risks and uncertainties
described more fully in our documents filed with or furnished to the SEC,
including our most recent reports on Form 10-K and Form 10-Q and current reports
on Form 8-K and other documents that we may file or furnish from time to time,
which could cause actual results to vary from expectations. The financial
information contained in this document should be read in conjunction with the
consolidated financial statements and notes thereto included in F5's most recent
reports on Forms 10-Q and 10-K as each may be amended from time to time. All
forward-looking statements in this document are based on information available
as of the date hereof and qualified in their entirety by this cautionary
statement. F5 assumes no obligation to revise or update these forward-looking
statements except as otherwise required by law.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
2.1* Merger Agreement, dated January 5, 2021, by and among F5 Networks, Inc.,
Voyager Merger Sub Corporation, Volterra, Inc., and Shareholder
Representative Services LLC (incorporated by reference to the
registrant's Form 8-K filed on January 7, 2021).
99.1 Press Release, dated January 25, 2021 (regarding announcement of
closing).
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
* Schedules, exhibits and annexes have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. A copy of any omitted schedule and/or annex will be
furnished supplementally to the SEC upon request.
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