Attached files
file | filename |
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EX-2.2 - EXHIBIT 2.2 - ARUBA NETWORKS, INC. | c00620exv2w2.htm |
EX-2.1 - EXHIBIT 2.1 - ARUBA NETWORKS, INC. | c00620exv2w1.htm |
EX-99.1 - EXHIBIT 99.1 - ARUBA NETWORKS, INC. | c00620exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2010
ARUBA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33347 | 02-0579097 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1344 Crossman Ave. Sunnyvale, CA |
94089 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (408) 227-4500
Not Applicable
(Former name or former address, 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On May 7, 2010, Aruba Networks, Inc. (Aruba) entered into an Arrangement Agreement (the
Arrangement Agreement) by and among Aruba, Azalea Networks, an exempted company limited by shares
incorporated under the laws of the Cayman Islands (Azalea), Felix Zhao, Frank Wang, Fang Wu, Hans
Tai and Samuel Chen, as Principal Shareholders, and with respect to Articles VII, VIII and IX only,
Hans Tai as Shareholder Representative and U.S. Bank National Association as Escrow Agent. The
Arrangement Agreement provides for the acquisition by Aruba of all the outstanding and issued
shares of Azalea (the Acquisition) by way of a Scheme of Arrangement between Azalea, Aruba and
the Scheme Shareholders (as defined therein) (the Scheme of Arrangement) pursuant to the laws of
the Cayman Islands.
Pursuant to the Arrangement Agreement and the Scheme of Arrangement, and in exchange for all of the
outstanding share capital of Azalea, Aruba will pay an aggregate consideration of approximately $27
million worth in shares of Arubas common stock, subject to adjustment for deficits in working
capital below a specified amount, third party expenses, debt and certain other specified items (the
Stock Consideration), and up to $13.5 million in cash payable upon exercise of certain contingent
rights issued upon the terms and conditions set forth in the Arrangement Agreement and the Scheme
of Arrangement. One contingent right will be associated with each underlying share of Aruba common
stock comprising the Stock Consideration and may be exercised during a certain specified period for
cash at the time of a sale or other transfer of such underlying share of Aruba common stock. Each
contingent right will represent the right to receive cash in an amount to be calculated based on
the closing sale price of Aruba common stock on the date of exercise of the contingent right.
Twenty percent (20%) of the Stock Consideration, including the contingent rights associated with
such shares, will be placed into escrow for eighteen (18) months following the closing to be held
as security for losses incurred by Aruba in the event of certain breaches of the representations
and warranties contained in the Arrangement Agreement or certain other events. The escrowed
consideration will consist solely of shares of Aruba common stock and the contingent rights
associated with such shares. All options to acquire shares of Azalea common stock will be
exercisable in their entirety (including the otherwise unvested portion thereof) contingent upon
the closing. Any such option that has not been exercised prior to the closing, or that is
otherwise subject to a contingent exercise subject to the closing, will be terminated at the
closing.
The Acquisition has been approved by both companies respective boards of directors and is subject
to, among other things, the approval of the courts of the Cayman Islands, Azaleas shareholders and
customary closing conditions. The Arrangement Agreement contains certain termination rights for
both Aruba and Azalea.
The foregoing description is qualified in its entirety by reference to the Arrangement Agreement
and the Scheme of Arrangement, which are filed as Exhibits 2.1 and 2.2, respectively, hereto and
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference. The issuance of the
shares of Aruba common stock will be exempt from the registration requirements of the Securities
Act of 1933, as amended, in reliance on Section 3(a)(10) thereof.
Item 8.01 Other Events.
On May 10, 2010, Aruba issued a press release announcing that it entered into a definitive
agreement to acquire Azalea Networks. The full text of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||
2.1 | Arrangement Agreement dated May 7, 2010 by and among Aruba
Networks, Inc., Azalea Networks, Felix Zhao, Frank Wang, Fang
Wu, Hans Tai and Samuel Chen, as Principal Shareholders, and
with respect to Articles VII, VIII and IX only, Hans Tai as
Shareholder Representative and U.S. Bank National Association
as Escrow Agent. |
|||
2.2 | Form
of Scheme of Arrangement between Azalea Networks, Aruba Networks,
Inc., the Scheme Shareholders (as defined therein) and the Bridge
Noteholders (as defined therein). |
|||
99.1 | Press release dated May 10, 2010. |
SIGNATURES
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.
ARUBA NETWORKS, INC. |
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Date: May 10, 2010 | By: | /s/ Alexa King | ||
Alexa King | ||||
Vice President, Legal and General Counsel |
EXHIBIT INDEX
Exhibit No. | Description | |||
2.1 | Arrangement Agreement dated May 7, 2010 by and among Aruba
Networks, Inc., Azalea Networks, Felix Zhao, Frank Wang, Fang
Wu, Hans Tai and Samuel Chen, as Principal Shareholders, and
with respect to Articles VII, VIII and IX only, Hans Tai as
Shareholder Representative and U.S. Bank National Association
as Escrow Agent. |
|||
2.2 | Form
of Scheme of Arrangement between Aruba Networks, Inc., Azalea
Networks, the Scheme Shareholders (as defined therein) and the Bridge
Noteholders (as defined therein). |
|||
99.1 | Press release dated May 10, 2010. |