Progress Software Enters Acquisition Agreement with OpenText
Ticker: PRGS · Form: 8-K · Filed: Mar 1, 2024 · CIK: 876167
Sentiment: mixed
Topics: acquisition, m-a, agreement
Related Tickers: OPTT
TL;DR
Progress Software is being acquired by OpenText, deal announced March 1, 2024.
AI Summary
On March 1, 2024, Progress Software Corporation entered into a material definitive agreement related to its acquisition by OpenText. This filing also details the creation of a direct financial obligation and unregistered sales of equity securities.
Why It Matters
This filing signals a significant change in control for Progress Software, as it has agreed to be acquired by OpenText, impacting its future operations and shareholder value.
Risk Assessment
Risk Level: medium — The acquisition by OpenText introduces risks related to integration, regulatory approval, and potential changes in business strategy.
Key Players & Entities
- Progress Software Corporation (company) — Registrant
- OpenText (company) — Acquiring company
- March 1, 2024 (date) — Date of report and earliest event
FAQ
What is the nature of the material definitive agreement entered into by Progress Software?
The filing indicates Progress Software entered into a material definitive agreement, which is related to its acquisition by OpenText.
What are the key items reported in this 8-K filing?
This filing reports on the entry into a material definitive agreement, the creation of a direct financial obligation, unregistered sales of equity securities, and includes financial statements and exhibits.
When was this 8-K report filed and what is the date of the earliest event reported?
This 8-K report was filed on March 1, 2024, and the date of the earliest event reported is also March 1, 2024.
What is the primary business of Progress Software Corporation?
Progress Software Corporation is in the business of prepackaged software, categorized under Services-Prepackaged Software (SIC code 7372).
Who is the acquiring company mentioned in the filing?
The acquiring company mentioned in the context of the material definitive agreement is OpenText.
Filing Stats: 2,448 words · 10 min read · ~8 pages · Grade level 14.2 · Accepted 2024-03-01 16:53:12
Key Financial Figures
- $0.01 — nge on which registered Common Stock, $0.01 par value per share PRGS The Nasdaq S
- $450.0 million — ation (the " Company ") issued and sold $450.0 million aggregate principal amount of its 3.50%
- $1,000 — Price (as defined in the Indenture) per $1,000 principal amount of Notes for each Trad
- $67.74 — itial Conversion Price of approximately $67.74 per share of common stock. The Conversi
- $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
- $53.13 — Fundamental Change is either less than $53.13 per share or greater than $425.00 per s
- $425.00 — s than $53.13 per share or greater than $425.00 per share. The Company will not increas
- $35,000,000 — btedness for borrowed money of at least $35,000,000; (vi) certain judgments rendered agains
- $92.98 — actions will initially be approximately $92.98 per share of common stock, which repres
Filing Documents
- e24066_prgs-8k.htm (8-K) — 46KB
- e24066_ex4-1.htm (EX-4.1) — 715KB
- e24066_ex10-1.htm (EX-10.1) — 301KB
- e24066001.jpg (GRAPHIC) — 3KB
- e24066002.jpg (GRAPHIC) — 3KB
- e24066003.jpg (GRAPHIC) — 3KB
- e24066004.jpg (GRAPHIC) — 3KB
- e24066005.jpg (GRAPHIC) — 3KB
- e24066006.jpg (GRAPHIC) — 5KB
- 0001552781-24-000058.txt ( ) — 1444KB
- prgs-20240301.xsd (EX-101.SCH) — 3KB
- prgs-20240301_lab.xml (EX-101.LAB) — 34KB
- prgs-20240301_pre.xml (EX-101.PRE) — 22KB
- e24066_prgs-8k_htm.xml (XML) — 4KB
Signatures
Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. Progress Software Corporation Date: March 1, 2024 By: /s/ YuFan Stephanie Wang Name: YuFan Stephanie Wang Title: Chief Legal Officer and Secretary