Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, after the close of market onNovember 19, 2021 ,Concentrix Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") withCNXC Merger Sub, Inc. , aDelaware corporation and the Company's wholly owned subsidiary ("Merger Sub"),ProKarma Holdings Inc. , aDelaware corporation ("ProKarma"), andCarlyle Partners VI Holdings, L.P. , aDelaware limited partnership, as a representative of the security holders ofProKarma (the "Seller Representative"). The Merger Agreement provides for the merger of Merger Sub with and intoProKarma , withProKarma surviving as a wholly owned subsidiary of the Company (the "Merger"), for merger consideration of approximately$1.6 billion in cash, as increased or decreased for certain adjustments set forth in the Merger Agreement, including a target net working capital calculation. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, upon the Merger, each share ofProKarma common stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) (other than any shares of Common Stock held by the Company, Merger Sub,ProKarma or any of their respective subsidiaries) and eachProKarma restricted stock unit ("RSU") issued and outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive (x) an amount in cash at closing equal to the estimated per share merger consideration, plus (y) the amount, if any, of certain post-closing payments to theProKarma security holders that becomes payable in respect of such share ofProKarma common stock or ProKarma RSU pursuant to the Merger Agreement. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, eachProKarma stock option outstanding immediately prior to the Effective Time that is vested or will vest as a result of the Merger and that has an exercise price less than the estimated per share merger consideration will, as of immediately prior to the effectiveness of the Merger, automatically be cancelled and converted into the right to receive (x) an amount in cash at closing equal to the product of (i) the number of shares ofProKarma common stock subject to such stock option and (ii) the difference between the exercise price of such stock option and the estimated per share merger consideration, plus (y) the amount, if any, of certain post-closing payments to theProKarma security holders that becomes payable with respect to such stock option pursuant to the Merger Agreement.ProKarma and the Company have made certain customary representations and warranties to each other in the Merger Agreement. The closing of the Merger is subject to, among other things, the expiration or termination of the waiting period applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Shareholders ofProKarma holding more than 75% of the issued and outstanding shares ofProKarma common stock and representing the requisite vote of the shareholders ofProKarma to approve the Merger have delivered a stockholder consent approving the Merger. The parties have agreed to use their respective reasonable best efforts to do all things necessary, proper or advisable to cause the conditions to the Merger to be satisfied and to consummate the Merger as promptly as practicable. The Merger Agreement may be terminated under certain circumstances, including by either party if the consummation of the Merger has not occurred byMarch 21, 2022 , or upon a breach by the other party that would cause the closing conditions to be incapable of being satisfied byMarch 21, 2022 or if such breach is not cured or waived prior to the earlier ofMarch 21, 2022 and twenty days after notice of the breach. A copy of the Merger Agreement is filed herewith as Exhibit 2.1 and is incorporated in this Item 1.01 by reference. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by each party in connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the parties rather than establishing matters
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as facts. Investors are not third-party beneficiaries under the Merger Agreement
and should not rely on the representations, warranties, and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective subsidiaries or
affiliates. Moreover, the representations and warranties in the Merger Agreement
were made as of a specified date, may be subject to a contractual standard of
materiality different from what might be viewed as material to stockholders, or
may have been used for the purpose of allocating risk between the parties.
Accordingly, the representations and warranties in the Merger Agreement are not
necessarily characterizations of the actual state of facts about the Company or
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger dated as of November 19, 2021 by and among Concentrix Corporation, CNXC Merger Sub, Inc. , ProKarma Holdings Inc. and Carlyle Partners VI Holdings, L.P. * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
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