AEROVIRONMENT, INC. Item 1.01. Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On
Pursuant to the Purchase Agreement, the Company will pay approximately
The Purchase Agreement contains customary representations, warranties, and covenants made by each of the Company, Arcturus UAV and the Sellers. The Purchase Agreement also includes, without limitation: (i) covenants requiring Arcturus UAV to conduct its business in the ordinary course consistent with past practice prior to Closing, (ii) restrictive covenants binding the shareholders of Arcturus UAV to certain non-competition and non-solicitation obligations for a three-year period post-Closing, (iii) exclusivity obligations of Arcturus UAV and the Sellers, and (iv) investor representations, warranties and covenants by the Sellers relating to the receipt of the Stock Consideration, including agreement to a lock-up on trading of the Stock Consideration, with such lock-up restrictions to be released in 3 equal tranches 6 months, 12 months and 18 months following the Closing (the "Lock-Up"). Subject to certain limitations, the Purchase Agreement requires the Company to use reasonable best efforts, and Arcturus UAV to cooperate with the Company's efforts, to obtain certain debt financing in support of the acquisition of Arcturus UAV, as described under "Loan Commitment" below, prior to the Closing, however it is not a Closing condition that the Company obtains the debt financing.
The Purchase Agreement also contains customary indemnification provisions,
including the requirement for the Sellers to indemnify the Company for certain
losses arising out of inaccuracies in or breaches of Arcturus UAV's and the
Sellers' representations, warranties, covenants, and certain other matters,
subject to specified caps and deductibles. To further address potential breaches
of Arcturus UAV's and the Sellers' representations and warranties beyond the
application of the Indemnification Escrow, the Company has obtained
representation and warranty insurance policies providing
The Closing is expected to occur during the Company's fourth fiscal quarter, subject to the satisfaction or waiver of Closing conditions that include, among others: (i) clearance of the Acquisition pursuant to the Hart-Scott-Rodino Act ("HSR"), (ii) the accuracy of each party's representations and warranties (subject to customary materiality qualifiers), (iii) each party's compliance with its covenants and agreements contained in the Purchase Agreement (subject to customary materiality qualifiers), and (iv) other customary Closing conditions. The Purchase Agreement may be terminated under certain customary circumstances, including (i) mutual consent of the parties, (ii) a governmental prohibition on consummation of the Acquisition, or (iii) a failure to timely satisfy, or be able to satisfy, certain Closing conditions, including the satisfaction of the HSR Closing condition within six months of execution of the Purchase Agreement, and material breach of representations, warranties or covenants, absent timely cure where possible.
2
The foregoing description of the Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the complete text of such agreement. The Company will
file the Purchase Agreement as an exhibit to its Quarterly Report on Form 10-Q
for the quarter ending
Loan Commitment
In connection with entering into the Purchase Agreement, on
The foregoing description of the Commitment Letter and the transactions contemplated thereby does not purport to be complete and is qualified in its . . .
Item 3.02 Unregistered Sales of
Pursuant to the terms and subject to the conditions of the Purchase Agreement, as described in Item 1.01, at the Closing, the Sellers will receive 573,794 shares of the Company's common stock as the Stock Consideration (calculated based on the 30-day volume weighted average price for the Company's common stock as traded on the Nasdaq through the last business day prior to the date of execution of the Purchase Agreement) (the "Shares"). The Shares will not be registered under the Securities Act, in reliance on the private offering exemption from registration provided by Section 4(a)(2) of the Securities Act, and Regulation D as promulgated thereunder, and in reliance on the representations, warranties and covenants of the Sellers set forth in the Purchase Agreement in support thereof. The Shares will bear a legend restricting their further transfer or sale until they have been registered under the Securities Act or an exemption from registration thereunder is available, and further reflecting the additional restrictions of the Lock-Up referenced above.
The disclosure set forth above in Item 1.01 with respect to the Closing conditions for the issuance of and other aspects of the Stock Consideration pursuant to the Purchase Agreement is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On
3
Attached as Exhibit 99.2 hereto is a presentation containing additional information regarding the Company's entry into the Purchase Agreement and the transactions contemplated thereby. A copy of the presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein. A copy of the presentation is also available on the investor relations section of the Company's website at https://investor.avinc.com/events-and-presentations. The information contained on the Company's website is not incorporated by reference into, and does not form a part of, this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 99.1 Press release issued byAeroVironment, Inc. , datedJanuary 13, 2021 . 99.2 Presentation regarding Arcturus UAV acquisition, datedJanuary 13, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements.
Forward-looking statements typically are identified by the use of terms such as
"may," "will," "should," "might," "expect," "anticipate," "estimate," "plan,"
"intend," "goal," "project," "strategy," "future," and similar words, although
some forward-looking statements are expressed differently. These matters are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected, anticipated or implied. These risks and
uncertainties include: the ability to successfully consummate the transactions
contemplated by the Purchase Agreement and Commitment Letter on a timely basis,
if at all, including the satisfaction of the Closing conditions of such
transactions; the risk that disruptions will occur from the transactions that
will harm the Company's business; any disruptions or threatened disruptions to
the relationships of the Company with its distributors, suppliers, customers and
employees; and the ability to timely and sufficiently integrate the acquired
company and its personnel into our ongoing business and compliance programs.
Forward-looking statements are based on management's expectations as well as
estimates and assumptions prepared by management that, although they believe to
be reasonable, are inherently uncertain. The Company is subject to additional
risks and uncertainties described in the Company's Annual Report on Form 10-K
and subsequent Quarterly Reports on Form 10-
4
© Edgar Online, source
