UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2015
RPX Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-35146 | 26-2990113 | ||
(State or other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||
One Market Plaza | |
Suite 800 | |
San Francisco, CA 94105 | |
(Address of principal executive offices, including zip code) | |
(866) 779-7641 | |
(Registrant’s telephone number, including area code) | |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 1.01 Entry into a Material Definitive Agreement.
On December 13, 2015, RPX Corporation (the “Company”), and National Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Company (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Inventus Solutions, Inc., a Delaware corporation (the “Target”), and Inventus Intermediate, LLC, a Delaware limited liability company, as principal stockholder and as the representative of Target’s stockholders and holders of vested options to purchase shares of Target capital stock (the “Sellers”), pursuant to which, among other things, the Merger Sub will merge with and into Target (the “Merger”), with Target surviving as a wholly owned subsidiary of Company, the issued and outstanding shares of Target capital stock and options to purchase Target capital stock will be cancelled and the indebtedness of Target will be repaid. Company will pay aggregate consideration of $232 million in cash at the closing of the Merger, subject to customary adjustments for Target’s cash and working capital. The stockholders of Target entitled to vote on the Merger have unanimously adopted the Merger Agreement and approved the Merger.
The transaction is subject to customary conditions that are to be met or waived at or prior to the closing, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended. The Merger Agreement contains customary representations, warranties and covenants for transactions of this type. Pursuant to the Merger Agreement, the Company and Sellers have agreed to indemnify the other party for any breach of such party’s representations, warranties and covenants contained in the Merger Agreement, subject to varying survival periods and applicable negotiated caps, claims procedures and other limitations.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which the Company intends to file with the Securities and Exchange Commission at a later date in accordance with applicable rules and regulations.
On December 15, 2015, the Company issued a press release announcing the Transaction, the full text of which, including important disclaimers about forward-looking statements, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release issued by RPX Corporation dated December 15, 2015 | |
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.
RPX Corporation | ||
By: | /s/ MARTIN E. ROBERTS | |
Martin E. Roberts | ||
General Counsel | ||
Dated: December 15, 2015
EXHIBIT 99.1
RPX CORPORATION TO ACQUIRE INVENTUS SOLUTIONS
Acquisition of a Leading Discovery Management Company Furthers
RPX’s Vision of Utilizing Data to Reduce Costs, Risk
SAN FRANCISCO, CA - December 15, 2015 – RPX Corporation (NASADAQ: RPXC), the leading provider of patent risk management solutions, announced today that it has agreed to acquire privately-held Inventus Solutions, Inc., a leader in discovery management, for $232 million in cash, subject to customary adjustments, from investors led by private equity firm Clearlake Capital Group, LP. The transaction, which is expected to close in mid-to-late January 2016, is anticipated to add $50 to $60 million to RPX’s 2016 revenue.
“We see this acquisition as a natural extension of RPX’s expertise in mitigating patent risk and lowering legal costs for our clients,” said John Amster, CEO of RPX Corporation. “With our business posting its third year of solid cash generation and steady progress toward our vision of a patent clearinghouse, it is the right time to expand the services we can provide to mitigate risk and lower costs for corporate legal departments.
"Adding new services related to litigation and compliance discovery does this, while profitably accelerating our revenue and cash flow growth,” Amster continued. “At the same time, the acquisition expands the total available market we address with our services to lower legal costs and risk. Finally, it will also help increase our footprint inside our clients’ legal departments, which will strengthen our ability to achieve RPX’s long-term goal of establishing a broad, de facto patent clearinghouse.
“Over the past seven years, we believe that RPX’s patent risk management services have saved clients more than $2.5 billion in avoided litigation and settlement costs,” Amster concluded. “We understand how to use data and analytics to enhance efficiency in the patent licensing process. Inventus has had the same approach and same success in discovery management services. We believe these commonalities in approach and complementary value propositions make this an excellent acquisition for RPX as we continue executing on our long-term growth strategy.”
Inventus CEO Trevor Campion added that Inventus is also positioned to help accelerate the combined Company’s growth by continuing to expand its customer base in the US and abroad.
“Over the past year and a half we have identified, acquired and successfully integrated two peer companies in the legal discovery sector,” said Campion, “and we continue to assess other candidates that fit well with the Inventus model. At the same time, we have a solid organic growth plan, and are building a strong presence in international markets, where eDiscovery services are starting to be adopted more widely.”
Inventus, headquartered in Chicago, is one of the leading providers of technology-based services to locate, secure, organize and search electronic data for corporations and law firms. Its Luminosity technology provides an overlay to industry–standard software to provide unique analysis and insights, helping to create a more strategic, lasting relationship with its more than 1,000 clients. Inventus will remain headquartered in Chicago and Trevor will continue in his role as CEO of Inventus. Inventus will operate independently, as a subsidiary of RPX.
GCA Savvian Advisors, LLC is serving as financial advisor to RPX and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to RPX in connection with this transaction. GCA Savvian also provided a fairness opinion to RPX in connection with the Company's acquisition of Inventus.
Conference Call
RPX management will host a conference call and live webcast for analysts and investors at 2:30 pm PST/5:30 pm EST on December 15, 2015. Parties in the United States and Canada can access the call by dialing 1-888-438-5525, using conference code 101445.
International parties can access the call by dialing 1-719-325-2463, using conference code 101445.
A live and archived audio webcast of the event will be available on the Investor Relations Events and Presentations section of the Company’s website at http://ir.rpxcorp.com/events.cfm.
About RPX Corporation
RPX Corporation (RPXC) is the leading provider of patent risk solutions, offering defensive buying, acquisition syndication, patent intelligence, insurance services, and advisory services. Since its founding in 2008, RPX has introduced efficiency to the patent market by providing a rational alternative to litigation. The San Francisco-based company's pioneering approach combines principal capital, deep patent expertise, and client contributions to generate enhanced patent buying power. By acquiring patents and patent rights, RPX helps mitigate and manage patent risk for its growing client network.
Statements herein that are not historical in nature, including those concerning the Company’s current expectations about the consummation and effect of its acquisition of Inventus Solutions, Inc. and the Company’s future requirements and needs, are “forward-looking” statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by words such as “may,” “should,” “expects,” “provides,” “anticipates,” “assumes,” “can,” “will,” “meets,” “could,” “likely,” “intends,” “might,” “predicts,” “seeks,” “would,” “believes,” “estimates,” “plans,” or “continues.” These forward-looking statements reflect our current expectations about our future requirements and needs, results, levels of activity, performance, or achievements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including, among others, those described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014, that may cause actual results, levels of activity, performance or achievements to be materially different from any anticipated results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. With respect to our proposed acquisition of Inventus Solutions, Inc., factors that could cause actual results to differ materially from those indicated or implied by the forward-looking statements include, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement we entered into in connection with the proposed acquisition, the ability to satisfy all conditions to closing, including obtaining clearances under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and complete the proposed acquisition, the disruption of management’s attention from our ongoing business operations due to the proposed acquisition and the failure to successfully integrate Inventus’s business, maintain Inventus’s customer, supplier and employee relationships or realize its projected revenue. Broader factors that could cause the Company’s actual results to differ materially from the forward-looking statements contained herein include, without limitation: inability to expand or adjust our service offerings in response to market demands; our dependence on renewal of client-based services; dependence on new business and retention of current clients and qualified personnel; failure to maintain third-party provider relationships and strategic alliances; inability to license technology to and from third parties; the impairment of goodwill; various factors related to income and other taxes; difficulties in successfully integrating the businesses we acquire and achieving expected benefits from such acquisitions; risks relating to privacy, information security, and related laws and standards; and a general downturn in market conditions. We disclaim any obligation to update or revise any forward-looking statements as a result of new information or future events, or for any other reason.
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Investor Relations Contact: JoAnn Horne Market Street Partners +1.415.445.3233 ir@rpxcorp.com | Media Contact: Allan Whitescarver RPX Corporation +1.415.852.3171 media@rpxcorp.com |