| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on April 12, 2019, Coupa Software Incorporated (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”) by and among the Company, Epic Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Exari Group, Inc., a Delaware corporation (“Exari”), and Beacon Equity Partners, LLC as stockholder representative (the “Stockholder Representative”). Pursuant to the Agreement, on May 6, 2019, the Company completed its acquisition of Exari and Exari became a wholly-owned subsidiary of the Company (the “Transaction”). The Transaction closed on May 6, 2019 (the “Closing”).
The aggregate purchase price for the Transaction was approximately $215 million in cash (which amount remains subject to customary upward or downward adjustments for Exari’s working capital and other matters for up to 90 days following the Closing).
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 2.1 in a Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2019 and is incorporated herein by reference.
The Agreement governs the contractual rights between the parties in relation to the acquisition. We have included the above summary of certain terms of the Agreement and previously filed the Agreement to provide you with information regarding the terms of the Agreement. This summary and report are not intended to modify or supplement any factual disclosures about the Company or Exari in our respective public reports filed with the SEC or other regulators. In particular, the Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company or Exari. The representations and warranties contained in the Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable under the securities laws.
| Item 7.01. | Regulation FD Disclosure. |
On May 7, 2019, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of the Business Acquired.
The financial statements required by this Item, if any, will be filed by amendment to this Current Report on Form8-K not later than 71 calendar days following the date that this Report is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item, if any, will be filed by amendment to this Current Report on Form8-K not later than 71 calendar days following the date that this Report is required to be filed.
(d) Exhibits.
* Pursuant to Item 601(b)(2) of RegulationS-K, certain exhibits and schedules to this agreement have been omitted. The Company hereby agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits and/or schedules.
