Business Context and Reporting Period
This Form 8-K is filed by GP Investments Acquisition Corp. ("GPIAC") on September 8, 2017, reporting events occurring on September 1, 2017. The filing concerns the proposed merger between GPIAC and Rimini Street, Inc. GPIAC is a Cayman Islands exempted company and an emerging growth company.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either GPIAC or Rimini Street. This document focuses exclusively on the procedural status of the merger agreement.
Material Changes and Transaction Status
- Extension of Merger Deadline: On September 1, 2017, GPIAC unilaterally extended the "End Date" under the Merger Agreement (originally dated May 16, 2017) to November 17, 2017.
- SEC Approval: The Registration Statement on Form S-4 was declared effective by the SEC on September 8, 2017.
- Shareholder Meetings:
- Rimini Street stockholder special meeting: September 18, 2017.
- GPIAC shareholder extraordinary general meeting: September 26, 2017.
- Documentation: The definitive joint proxy statement/prospectus was mailed to stockholders on September 8, 2017.
Outlook, Risks, and Management Commentary
Management includes standard forward-looking statements regarding the proposed transaction, noting that actual results may differ materially due to various risks. Key risks identified include:
- Failure to obtain required regulatory approvals or shareholder approvals.
- Delays in consummating the transaction or integrating the businesses.
- Inability to realize anticipated cost savings and operating synergies.
- Changes in the business environment, including inflation, interest rates, and regulatory conditions.
- Adverse litigation developments and difficulties in managing growth profitably.
- Loss of key management team members.
The filing explicitly states it is not an offer to sell or a solicitation of an offer to buy securities.
Important Facts for Investors to Verify
- Review the definitive joint proxy statement/prospectus for detailed terms of the merger and financial data.
- Confirm the outcome of the Rimini Street stockholder meeting scheduled for September 18, 2017.
- Confirm the outcome of the GPIAC shareholder meeting scheduled for September 26, 2017.
- Monitor for any regulatory approvals or conditions that may affect the transaction timeline.
- Verify the final closing date, which is now subject to the extended deadline of November 17, 2017.