Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 18, 2014, Akamai Technologies, Inc. (the "Company" or "Akamai")
completed its acquisition of Prolexic Technologies, Inc. ("Prolexic") pursuant
to the terms of an Agreement and Plan of Merger dated December 2, 2013 by and
among Akamai, Panther Acquisition Corp., a wholly-owned subsidiary of Akamai
(the "Sub"), Prolexic, certain principal shareholders of Prolexic (the
"Principal Stockholders") and a representative of the selling equity holders of
Prolexic (the "Representative") (the "Original Merger Agreement"), as amended by
that certain First Amendment to Agreement and Plan of Merger dated January 27,
2014 by and among Akamai, the Sub, Prolexic, the Principal Stockholders and the
Representative (the "First Amendment" and, together with the Original Merger
Agreement, the "Merger Agreement"). The acquisition of Prolexic was accomplished
through the merger of the Sub with and into Prolexic (the "Merger"). In
accordance with the terms of the Merger Agreement and the General Corporation
Law of the State of Delaware, Prolexic survived the Merger as the surviving
corporation and, as the surviving corporation, became a wholly owned subsidiary
of the Company.
On February 18, 2014, at the closing of the transactions contemplated by the
Merger (the "Closing"), the Company paid to the holders of Prolexic's capital
stock and the holders of vested warrants and options to purchase shares of
Prolexic capital stock (collectively, the "Equityholders") an aggregate of
approximately $337.1 million in cash. The amount paid to the Equityholders at
the Closing is subject to a post-closing purchase price adjustment process with
respect to the net amount of cash, unpaid transaction expenses, working capital
and specified other debt and liabilities of Prolexic at Closing. Akamai also
assumed all unvested options to purchase shares of Prolexic capital stock; such
options have been converted into options to purchase shares of the Company's
common stock based on a conversion ratio calculated in accordance with the
provisions of the Merger Agreement. The Company deposited $50.4 million in cash
into an escrow fund for the purposes of securing the indemnification obligations
of the Equityholders to the Company for any and all losses for which the Company
is entitled to indemnification pursuant to the Merger Agreement and to provide
the source of recovery for any amounts payable to the Company as a result of the
post-closing purchase price adjustment process.
The foregoing descriptions of the Merger and the Merger Agreement do not purport
to be complete and are qualified in their entirety by reference to the complete
text of the Original Merger Agreement, a copy of which was filed as Exhibit 99.1
to the Company's Current Report on Form 8-K filed on December 2, 2013 and is
incorporated herein by reference, and the First Amendment, a copy of which is
filed as Exhibit 99.2 hereto and incorporated by herein by reference.
The representations, warranties and covenants contained in the Merger Agreement
were made only for the purposes of the Merger Agreement, were made as of
specific dates, were made solely for the benefit of the parties to the Merger
Agreement and may not have been intended to be statements of fact but, rather,
as a method of allocating risk and governing the contractual rights and
relationships among the parties thereto.
Item 8.01 Other Events.
On February 18, 2014, the Company issued a press release announcing the
completion of its acquisition of Prolexic. The full text of the press release
issued in connection with the announcement is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release issued by the Company on February 18, 2014
99.2 First Amendment to Agreement and Plan of Merger dated January 27,
2014 by and among Akamai Technologies, Inc., Panther Acquisition
Corp., a wholly-owned subsidiary of Akamai Technologies, Inc.),
Prolexic Technologies, Inc., certain principal shareholders of
Prolexic Technologies, Inc. and a representative of the selling
equity holders of Prolexic Technologies, Inc.