Item 2.01 Completion of Acquisition or Disposition of Assets
On August 9, 2018, Imperva, Inc. (the “Company”), through its wholly-owned subsidiary Pahlmeyer Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), consummated its previously announced acquisition of Prevoty, Inc. (“Prevoty”), a Delaware corporation, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated July 25, 2018 by and among the Company, Merger Sub, Prevoty, and Fortis Advisors LLC, as the Securityholders’ Agent. Under the Merger Agreement, Merger Sub merged with and into Prevoty, with Prevoty becoming a wholly-owned subsidiary of the Company (the “Merger).
The aggregate consideration payable in exchange for all outstanding vested shares of Prevoty capital stock and vested options to purchase Prevoty capital stock is approximately $140 million in cash, plus approximately $10.6 million based on Prevoty’s closing working capital. Outstanding unvested shares of Prevoty stock were exchanged for an aggregate of approximately $0.6 million, subject to continued vesting. In addition, the Company assumed unvested options to purchase Prevoty capital stock held by persons joining the Company as service providers following the closing of the Merger and the Company has agreed to file a Registration Statement on FormS-8 covering these unvested Prevoty options. The Company also granted new restricted stock unit awards worth approximately $4.6 million to certain continuing employees under the Company’s Amended and Restated 2015 Equity Inducement Plan.
The foregoing description of the Merger Agreement is a summary, is not complete, and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed with the SEC on July 25, 2018 as Exhibit 2.1 to the Company’s Form8-K and is incorporated herein by reference.
