SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 26, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
15115 Park Row Blvd, Suite 300
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, 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:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
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|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2)
Emerging growth company ☐
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|Item 2.01.||Completion of Acquisition or Disposition of Assets.|
As previously disclosed, on January 17, 2018, RigNet Serviços de Telecomunicações Brasil Ltda., a limited liability company organized under the laws of Brazil (RigNet Brazil), RigNet, Inc., a Delaware corporation and the indirect parent of RigNet Brazil (RigNet), Intelie Soluções Em Informática S.A., a company organized under the laws of Brazil (Intelie), and each of the shareholders of Intelie (the Sellers), entered into a Share Purchase and Sale Agreement and Other Pacts (the Purchase Agreement) ). Under the terms of the Purchase Agreement, RigNet Brazil will acquire all of the outstanding capital stock of Intelie from the Sellers (the Share Purchase).
On March 23, 2018, RigNet Brazil completed the acquisition of Intelie for a total purchase price of approximately USD$3.3 million in cash and RigNet common stock equivalent to USD$7.5 million with contingent consideration in the form of RigNet common stock payable on the third anniversary of the closing of the transaction in an amount not to exceed USD$17 million, to be calculated as described in the Purchase Agreement and which is dependent on the achievement of growth of software-as-a-service revenues compared to targets set forth in the Purchase Agreement.
The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which has been filed as Exhibit 2.1 to the Companys Current Report on Form 8-K dated January 17, 2018 and is incorporated in this Report by reference.
|Item 7.01.||Regulation FD Disclosure.|
On March 26, 2018, the Company issued a press release, attached as Exhibit 99.1, announcing the closing of the Intelie acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in the attached Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|Item 9.01.||Financial Statements and Exhibits|
|2.1||Purchase Agreement (incorporated by reference to Exhibit 2.1 of the Companys Form 8-K, filed on January 17, 2018)|
|99.1||Press release dated March 26, 2018, announcing the closing of the Intelie acquisition|
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.
|Senior Vice President and General Counsel|
Dated: March 26, 2018
RigNet Announces Closing of Intelie Acquisition
HOUSTON March 26, 2018 (GLOBE NEWSWIRE) RigNet, Inc. (NASDAQ: RNET) announced today that it has completed the previously announced acquisition of Intelie. Intelie has developed a technology platform for real-time predictive analytics that is an award-winning, early pioneer in real-time machine learning and planning optimization. The closing was effective March 23, 2018.
The acquisition of Intelie accelerates RigNets strategy to move up the network stack and furthers the development of valuable enterprise applications powered by highly differentiated data analysis. RigNet will leverage Intelies unique capabilities and market position to differentiate RigNets managed communications services.
Machine learning is increasingly becoming the new imperative across all industries. Since our initial announcement, we have received positive feedback from our existing and prospective customers, who are excited about RigNets ability to integrate machine learning and operational intelligence through real-time data processing into the next generation of managed communications services, said Steven Pickett, Chief Executive Officer and President of RigNet. The completion of this acquisition combined with the unique cybersecurity capabilities from our acquisition of Cyphre enables RigNet to deliver highly differentiated managed communications services which are always connected, always secure, and always learning.
Intelie will become a wholly-owned subsidiary of RigNet. Intelies Chief Executive Officer, Lelio Souza, will remain and lead the subsidiary.
RigNet (NASDAQ: RNET) is a global technology company that provides customized communications services, applications and cybersecurity solutions enhancing customer decision making and business performance. RigNet is headquartered in Houston, Texas with operations around the world.
For more information on RigNet, please visit www.rig.net. RigNet is a registered trademark of RigNet, Inc.
Media / Investor Relations Contact:
Tel: +1 (281) 674-0699
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts, projections,benefits and synergies of the proposed transaction, future opportunities for the combined company and products, future financial performance and any other statements regarding RigNets future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws. RigNet can give no assurance that such expectations will prove to have been correct. These statements are subject to, among other things, the ability to successfully integrate the acquired business and to realize expected synergies and other risk factors that are discussed in RigNets most recent 10-K as well as RigNets other filings with the SEC available at the SECs Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the day they are made, and we undertake no obligation to publicly update or revise any of them in light of new information, future events or otherwise.
15115 Park Row Drive, Suite 300 | Houston, TX | 281.674.0100 | www.rig.net