| Item 1.01. | Entry into a Material Definitive Agreement. |
Purchase Agreement
On November 18, 2020, Nasdaq, Inc. (“Nasdaq”) entered into a share purchase agreement (the “Purchase Agreement”) with Osprey Acquisition Corporation, a wholly owned subsidiary of Nasdaq (“Buyer”), Verafin Holdings Inc. (“Verafin”), certain shareholders of Verafin (the “Sellers”), and Shareholder Representative Services LLC, solely in its capacity as the representative of the Sellers.
Pursuant to the Purchase Agreement, Buyer shall purchase and acquire from the Sellers all of the outstanding common shares of Verafin for an aggregate purchase price of $2.75 billion (the “Acquisition”). The purchase price shall be adjusted upwards for any cash held by Verafin at the closing, downwards for any outstanding debt and unpaid transaction expenses of Verafin at the closing, and upwards or downwards based on the level of net working capital at closing relative to a target level of net working capital. All Verafin options that are issued and outstanding will be accelerated immediately prior to the closing and holders thereof will be entitled to surrender their options in exchange for the right to receive an amount by which the per share consideration exceeds the exercise price of the options; any such payment for options will be paid out of the aggregate purchase price.
The closing of the Acquisition is subject to the satisfaction or waiver of certain conditions set forth in the Purchase Agreement, including (i) receipt of approval under the Investment Canada Act and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) there being no law or order prohibiting the Acquisition, (iii) the accuracy of each party’s representations and warranties, generally subject to materiality and material adverse effect qualifications, (iv) each party’s compliance, in all material respects, with their respective covenants and agreements, and (v) in the case of Nasdaq’s obligation to close, the completion of certain pre-closing reorganization steps by Verafin.
Subject to certain limited exceptions, certain Sellers of Verafin shall be prohibited from (i) engaging in specified competing business for five years following the closing and (ii) soliciting or hiring certain employees of Verafin or Nasdaq or any of their subsidiaries for three years following the closing.
The Purchase Agreement contains customary representations, warranties and covenants relating to the operation of Verafin’s business and certain activities of the Sellers prior to the closing, as well as covenants to use efforts to obtain the requisite regulatory approvals. The representations and warranties in the Purchase Agreement will not survive the closing, and the Company has arranged a representation and warranty insurance policy.
The Purchase Agreement may be terminated under the following circumstances: (i) by the mutual consent of Nasdaq, Verafin and the Sellers, (ii) by either Nasdaq or Verafin, if the Acquisition has not closed within nine months following the date of the Purchase Agreement, which deadline may be extended twice for up to thirty days in each case if all closing conditions other than the receipt of required regulatory approvals for the Acquisition have been obtained, (iii) by either Nasdaq or Verafin, if the other party breaches its representations or fails to perform its covenants such that the conditions to closing fail to be satisfied (subject to a cure period), and (iv) by either Nasdaq or Verafin, if there is a final and nonappealable order prohibiting the closing of the Acquisition.
| Item 7.01. | Regulation FD Disclosure |
On November 19, 2020, Nasdaq posted a presentation relating to the Acquisition on the investor relations section of its website at http://ir.nasdaq.com/. The presentation includes information not previously made publicly available and will be used in connection with meetings with investors, analysts and other parties from time to time and for general marketing purposes.
The information set forth under this Item 7.01 Regulation FD Disclosure is intended to be furnished pursuant to Item 7.01. Such information shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of Nasdaq’s filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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