| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On March 18, 2024, Cisco Systems, Inc., a Delaware corporation (the “Company”), completed the previously announced transaction with Splunk Inc., a Delaware corporation (“Splunk”), and Spirit Merger Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to the Agreement and Plan of Merger, dated as of September 20, 2023 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Splunk and Merger Sub. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Splunk (the “Merger”), with Splunk surviving the Merger as a wholly owned subsidiary of the Company. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.
Merger Consideration
As a result of the Merger, each share of common stock, par value $0.001 per share, of Splunk (“Splunk Common Stock”) outstanding immediately prior to the Effective Time (subject to certain exceptions, including shares of Splunk Common Stock owned by stockholders of Splunk who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) automatically converted into the right to receive $157.00 in cash, subject to applicable withholding taxes (the “Merger Consideration”). The aggregate equity value of the Splunk Common Stock acquired by the Company was approximately $28 billion.
In addition, at the Effective Time, subject to certain exceptions, unvested Splunk options and time- and performance-based restricted stock units were converted into a cash award (with performance-based restricted stock units converting at the actual level of performance as determined at the closing by Splunk’s board of directors) with a value equal to the Merger Consideration for each share of Splunk Common Stock underlying such awards (or, in the case of such options, a value equal to the difference (if any) between the Merger Consideration and the applicable exercise price), payable on the same vesting schedule, and generally subject to the same terms and conditions, as applied to the corresponding Splunk option or restricted stock unit. Vested Splunk options and time- and performance-based restricted stock units were cancelled and converted into the right to receive the Merger Consideration for each share of Splunk Common Stock underlying such awards (or, in the case of such options, the difference (if any) between the Merger Consideration and the applicable exercise price), less any applicable tax withholdings. The Merger Consideration in respect of each share of Splunk Common Stock subject to an unvested restricted stock award remains subject to substantially the same terms and conditions, and will become payable on the same vesting schedule, as the corresponding Splunk restricted stock award.
The foregoing description of the Merger Agreement and the transactions completed pursuant thereto is not complete and is subject to, and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on September 21, 2023.
| Item 7.01 | Regulation FD Disclosure. |
On March 18, 2024, the Company issued a press release announcing the closing of the Merger. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this report, including the information in Exhibit 99.1 attached to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in Exhibit 99.1 attached to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.
