EPAM Systems Reports Material Definitive Agreement

TL;DR

EPAM signed a big deal, details to come.

AI Summary

EPAM Systems, Inc. filed an 8-K on August 28, 2024, reporting a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details of the agreement, including parties involved and financial terms, are not fully elaborated in the provided text but are indicated as material.

Why It Matters

This filing indicates a significant new contract or partnership for EPAM Systems, which could impact future revenue and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement's nature and financial implications introduces uncertainty.

Key Players & Entities

• EPAM Systems, Inc. (company) — Registrant
• August 28, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 41 University Drive Suite 202 (address) — Principal executive offices
• Newtown, Pennsylvania (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share EPAM New York Stock Exchange
• $630,000,000 — se Agreement, EPAM will pay the Sellers $630,000,000, subject to certain adjustments related

Filing Documents

• epam-20240828.htm (8-K) — 40KB
• exhibit21materialdefinitiv.htm (EX-2.1) — 910KB
• exhibit991_prmaterialdefin.htm (EX-99.1) — 20KB
• 0001352010-24-000031.txt ( ) — 1230KB
• epam-20240828.xsd (EX-101.SCH) — 2KB
• epam-20240828_lab.xml (EX-101.LAB) — 22KB
• epam-20240828_pre.xml (EX-101.PRE) — 13KB
• epam-20240828_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Stock Purchase Agreement On August 28, 2024, EPAM Systems, Inc. ("EPAM"), entered into a Stock Purchase Agreement (the "Purchase Agreement"), with MA Monredo (Netherlands) B.V. ("Monredo" and, solely in its capacity as the representative of the Sellers, "Sellers' Representative"), CXNetworks N.V. ("Cemex" and together with Monredo, the "Sellers"), and Neoris N.V. ("Neoris" and, together with EPAM, the Sellers, and Sellers' Representative, the "Parties"), under which, and subject to the terms and conditions of the Purchase Agreement, EPAM will acquire from the Sellers 99.692% of the ordinary shares of Neoris (the "Acquisition"). As consideration for the Acquisition, and subject to the terms and conditions of the Purchase Agreement, EPAM will pay the Sellers $630,000,000, subject to certain adjustments related to cash, debt, transaction expenses, and closing working capital, in the aggregate in cash at closing. Representations, Warranties and Covenants Pursuant to the Purchase Agreement, the Parties have agreed to customary representations, warranties and covenants, including, among others, the Sellers' and Neoris' commitment to conduct and operate its business in the ordinary course consistent with past practice from the date of the Purchase Agreement until the earlier of the valid termination of the Purchase Agreement and the closing of the Acquisition. EPAM has obtained insurance to provide coverage for any losses from breaches of the Sellers' and Neoris' respective representations and warranties, subject to a deductible and certain other terms and conditions. The Purchase Agreement contains customary non-solicitation restrictions prohibiting the Sellers and Neoris from soliciting alternative acquisition proposals from third parties or providing information to or participating in discussions or negotiations with third parties regarding alternative acquisition proposals. Each Party has agreed to use its r

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure EPAM has issued a press release which is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Cautionary Statement Regarding Forward-Looking Statements This document contains certain statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Such forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our business and operations. These statements may include words such as "may," "will," "should," "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions. Those future events and trends may relate to, among other things, the closing of the Acquisition, which may not close on the terms or timing anticipated, or at all, the satisfaction or waiver of any conditions to the closing of the Acquisition, the anticipated impacts or benefits of the Acquisition, developments relating to the war in Ukraine and escalation of the war in the surrounding region, political and civil unrest or military action in the geographies where we conduct business and operate, difficult conditions in global capital markets, foreign exchange markets and the broader economy, and the effect that these events may hav

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 2.1 Stock Purchase Agreement, dated as of August 28, 2024, by and among the Parties . 99.1 Press Release, dated September 4 , 2024 . 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 4, 2024 By: /s/ Edward F. Rockwell Name: Edward F. Rockwell Title: SVP, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR