Progress Software Completes $355M MarkLogic Acquisition

TL;DR

PRGS just bought MarkLogic for $355M to boost its data game.

AI Summary

On October 31, 2024, Progress Software Corporation (PRGS) announced the completion of its acquisition of all outstanding shares of MarkLogic Corporation for $355 million in cash. This strategic move aims to enhance Progress Software's data management capabilities and expand its market reach.

Why It Matters

This acquisition significantly bolsters Progress Software's data management offerings, potentially leading to new integrated solutions and increased competitive positioning in the software market.

Risk Assessment

Risk Level: medium — The integration of MarkLogic presents execution risks, and the substantial cash outlay requires successful synergy realization to justify the investment.

Key Numbers

• $355M — Acquisition Price (Total cash paid for MarkLogic Corporation)

Key Players & Entities

• Progress Software Corporation (company) — Acquiring company
• MarkLogic Corporation (company) — Acquired company
• $355 million (dollar_amount) — Acquisition price
• October 31, 2024 (date) — Completion date of acquisition

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share PRGS The Nasdaq S
• $875 million — ess paid an aggregate purchase price of $875 million in cash, subject to a $25 million worki
• $25 million — e of $875 million in cash, subject to a $25 million working capital credit, funded via a co

Filing Documents

• e24427_prgs-8k.htm (8-K) — 29KB
• e24427_ex99-1.htm (EX-99.1) — 8KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001552781-24-000575.txt ( ) — 216KB
• prgs-20241031.xsd (EX-101.SCH) — 3KB
• prgs-20241031_lab.xml (EX-101.LAB) — 33KB
• prgs-20241031_pre.xml (EX-101.PRE) — 22KB
• e24427_prgs-8k_htm.xml (XML) — 4KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On October 31, 2024, pursuant to the terms of that certain Asset Purchase Agreement dated as of September 9, 2024 (the "Purchase Agreement"), by and between Progress Software Corporation, a Delaware corporation ("Progress") and Cloud Software Group, Inc., a Delaware corporation (the "Seller"), Progress completed the previously announced purchase of substantially all of the assets and assumption of certain of the liabilities that collectively comprise ShareFile, a business unit of the Seller, that provides leading collaboration software for document-centric use cases. The transactions contemplated by the Purchase Agreement are collectively referred to as the "Transaction." Upon the closing of the Transaction, Progress paid an aggregate purchase price of $875 million in cash, subject to a $25 million working capital credit, funded via a combination of cash on hand and an existing revolving credit facility. Pursuant to Rule 3-05 and Article 11 of Regulation S-X, Progress will file financial statements and pro forma financial information related to the Transaction by an amendment to this Current Report on Form 8-K. The foregoing descriptions of the Purchase Agreement and the Transaction do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 of Progress' Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2024, and is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 31, 2024, the Company issued a press release with respect to the closing of the Transaction, a copy of which is attached hereto and furnished as Exhibit 99.1. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any other filing by Progress under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Asset Purchase Agreement, dated as of September 9, 2024, by and between Cloud Software Group, Inc. and Progress Software Corporation (incorporated by reference to Exhibit 2.1 to Progress' Current Report on Form 8-K filed September 9, 2024)* 99.1 Press Release, dated October 31, 2024 104 Cover Page Interactive Data file (embedded within the Inline XBRL document) * The schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. Registrant will furnish copies of such schedules to the Securities and Exchange Commission upon request by the Commission.

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: October 31, 2024 Progress Software Corporation By: /s/ YUFAN STEPHANIE WANG YuFan Stephanie Wang Chief Legal Officer and Secretary

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View this 8-K filing on SEC EDGAR