Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference
into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on July 15, 2021, Pathfinder Acquisition Corporation, a
Cayman Islands exempted company incorporated with limited liability
("Pathfinder" or the "Company"), entered into a Business Combination Agreement
with ServiceMax, Inc., a Delaware corporation ("ServiceMax"), and Stronghold
Merger Sub, Inc., a Cayman Islands exempted company incorporated with limited
liability and a wholly owned subsidiary of ServiceMax. On August 11, 2021,
Pathfinder, ServiceMax and Serve Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Pathfinder ("Merger Sub"), entered into an Amended
and Restated Business Combination Agreement (the "Business Combination
Agreement"), pursuant to which Merger Sub would be merged with and into
ServiceMax, with ServiceMax surviving as a wholly-owned subsidiary of Pathfinder
(the "Business Combination").
Termination of the Merger Agreement
On December 6, 2021, Pathfinder and ServiceMax entered into a Termination
Agreement (the "Termination Agreement"), effective as of such date, pursuant to
which the parties agreed to mutually terminate the Business Combination
Agreement due to unfavorable market conditions. The termination of the Business
Combination Agreement is effective as of December 6, 2021.
As a result of the termination of the Business Combination Agreement, the
Business Combination Agreement is of no further force and effect, and certain
transaction agreements entered into in connection with the Business Combination
Agreement, including, but not limited to, (i) the Second Amended and Restated
Sponsor Letter Agreement, dated as of October 19, 2021, by and among Pathfinder,
ServiceMax, Pathfinder Acquisition, LLC, a Delaware limited liability company
(the "Sponsor"), and the other parties thereto, (ii) the Registration and
Shareholder Rights Agreement, dated as of August 11, 2021, between Pathfinder,
the Sponsor, ServiceMax, Silver Lake Technology Management, L.L.C., and certain
other equityholders of ServiceMax JV, LP, a Delaware limited partnership and the
parent entity of ServiceMax, and (iii) the Amended and Restated Subscription
Agreements, dated August 11, 2021, between Pathfinder, ServiceMax and certain
investors, will either be terminated or no longer be effective, as applicable,
in accordance with their respective terms.
The foregoing descriptions of the Business Combination Agreement and the
Termination Agreement do not purport to be complete and are qualified in their
entirety by the terms and conditions of the full text of the Business
Combination Agreement, which was previously filed as Exhibit 2.1 to the Current
Report on Form 8-K with the U.S. Securities and Exchange Commission (the "SEC")
by Pathfinder on August 12, 2021, and the full text of the Termination
Agreement, which is attached hereto as Exhibit 10.1, each of which is
incorporated by reference herein.
Item 8.01. Other Events.
On December 6, 2021, Pathfinder issued a press release announcing the
termination of the Business Combination Agreement. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein. As a
result of the termination of the Business Combination Agreement, Pathfinder
intends to withdraw its registration statement on Form S-4, as amended from time
to time, initially filed with the SEC on August 12, 2021, and the extraordinary
general meeting of Pathfinder's shareholders, which was scheduled to be held on
December 7, 2021, for the purpose of voting on the Business Combination
Agreement and proposed transactions related thereto, will not take place.
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Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995 that are based on beliefs and assumptions and on information currently
available to Pathfinder. In some cases, you can identify forward-looking
statements by the following words: "may," "will," "could," "would," "should,"
"expect," "intend," "plan," "anticipate," "believe," "estimate," "predict,"
"project," "potential," "continue," "ongoing," "target," "seek" or the negative
or plural of these words, or other similar expressions that are predictions or
indicate future events or prospects, although not all forward looking statements
contain these words. Any statements that refer to expectations, projections or
other characterizations of future events or circumstances, are also
forward-looking statements. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity, performance or
achievements to be materially different from the information expressed or
implied by these forward-looking statements. Pathfinder cannot assure you that
the forward-looking statements in this communication will prove to be accurate.
These forward-looking statements are subject to a number of risks and
uncertainties, including those included under the heading "Risk Factors" in the
final prospectus filed by Pathfinder on February 18, 2021 relating to
Pathfinder's initial public offering and in its subsequent periodic reports and
other quarterly filings with the SEC. In light of the significant uncertainties
in these forward-looking statements, you should not regard these statements as a
representation or warranty by Pathfinder, ServiceMax, their respective
directors, officers or employees or any other person that Pathfinder will
achieve its objectives and plans in any specified time frame, or at all. The
forward-looking statements in this communication represent the views of
Pathfinder as of the date of this communication. Subsequent events and
developments may cause that view to change. However, while Pathfinder may elect
to update these forward-looking statements at some point in the future, there is
no current intention to do so, except to the extent required by applicable law.
You should, therefore, not rely on these forward-looking statements as
representing the views of Pathfinder as of any date subsequent to the date of
this communication.
Item 9.01. Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Termination Agreement, dated as of December 6, 2021, by and between
Pathfinder and ServiceMax.
99.1 Press Release, dated December 6, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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