Business Context and Reporting Period
This Form 8-K Current Report was filed by Smith Micro Software, Inc. on March 10, 2016, covering events occurring on March 8, 2016. The filing announces the entry into a Material Definitive Agreement regarding a corporate acquisition.
Key Financial Metrics
This filing does not report the Company's consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics. The only specific financial figure disclosed relates to the transaction consideration:
- Acquisition Consideration: $2.0 million in cash.
Material Changes
On March 8, 2016, Smith Micro Software, Inc. entered into a Share Purchase Agreement to acquire 100% of the outstanding capital stock of Birdstep Technology AB, a wholly owned Swedish subsidiary of Birdstep Technology ASA. The transaction is subject to customary closing conditions, including shareholder approval by Birdstep, and is expected to close around April 1, 2016.
Guidance, Outlook, and Risks
Outlook and Timing: The acquisition is expected to close approximately April 1, 2016, pending shareholder approval.
Risks and Contingencies:
- The transaction is contingent upon the approval of Birdstep's shareholders at an extraordinary general meeting.
- The filing includes standard representations and warranties, which are qualified by confidential disclosure schedules; investors are advised not to rely on these representations as characterizations of actual facts.
- Financial statements and pro forma financial information regarding the acquired business are not included in this filing but will be submitted within 71 days if required.
Investor Verification Checklist
- Verify the final closing date of the acquisition, currently expected around April 1, 2016.
- Confirm the outcome of the Birdstep shareholder vote required for closing.
- Review the upcoming filing (within 71 days) for financial statements and pro forma information regarding Birdstep Technology AB.
- Examine the full Share Purchase Agreement (Exhibit 2.1) for specific indemnification terms and closing conditions.