Item 2.01. Completion of Acquisition or Disposition of Assets.




On July 7, 2020, we completed the acquisition of all of the outstanding shares
of Curiouser Products Inc., dba MIRROR, for the previously reported purchase
price of approximately $500.0 million in cash in accordance with the terms of
the agreement and plan of merger, dated June 26, 2020. As described in our
current report on Form 8-K filed on July 1, 2020, the purchase price was subject
to working capital and other adjustments described in the agreement and $10.0
million of the purchase price will be held in escrow to satisfy certain
indemnification obligations of MIRROR. Approximately $57 million of the purchase
price payable to certain continuing employees is subject to the continued
employment of those individuals through various vesting dates up to three years
after the transaction closing date.
A copy of the transaction agreement was filed as Exhibit 2.1 to our current
report on Form 8-K filed on July 1, 2020.
The foregoing description of the transaction and the transaction agreement does
not purport to be complete and is qualified in its entirety by reference to the
information provided under Item 1.01 of our current report on Form 8-K filed on
July 1, 2020, and to the full text of the transaction agreement.


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