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): September 1, 2021 (
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|Item 2.01|| |
Completion of Acquisition or Disposition of Assets.
As previously disclosed, Rockwell Automation, Inc. (“Rockwell”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated June 24, 2021, among Plex Systems Holdings, Inc., a Delaware corporation (“Plex”), Rockwell, Rockwell Automation US Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Rockwell (“Merger Sub”), and Francisco Partners Management LLC, solely in its capacity as the representative for Plex’s securityholders (the “Representative”). Plex provides cloud-native smart manufacturing platforms.
On August 31, 2021, Rockwell completed the transaction that the Merger Agreement contemplated through the merger of Merger Sub with and into Plex, with Plex continuing as the surviving corporation and becoming a wholly-owned subsidiary of Rockwell (the “Merger”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), holders of the outstanding shares of capital stock of Plex, which include shares of common stock, Series A Preferred Stock and Series B Preferred Stock (“Plex Stock”), and vested in-the-money options to acquire Plex Stock became entitled to receive a portion of the aggregate merger consideration of $2.22 billion in cash, which amount will be adjusted for cash, debt, net working capital and Plex’s transaction expenses. The adjusted amount was estimated at the Effective Time to be $2.15 billion.
Plex, Rockwell and Merger Sub made customary representations, warranties and covenants in the Merger Agreement, although the representations and warranties of Plex and Rockwell’s recourse generally did not survive the Effective Time.
The acquisition was financed with a combination of cash and short-term and long-term debt, including proceeds from an offering of notes that Rockwell completed on August 17, 2021.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains statements (including certain projections, guidance and business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words such as “believe”, “estimate”, “project”, “plan”, “expect”, “anticipate”, “will”, “intend” and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to:
risks relating to the ability to successfully integrate and achieve expected benefits of the Merger;
risks relating to any unforeseen liabilities of Plex; and
other risks and uncertainties, including but not limited to those detailed from time to time in our Securities and Exchange Commission (SEC) filings.
These forward-looking statements reflect our beliefs as of the date of filing this report. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. See Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, for more information.
|Item 9.01|| |
Financial Statements and Exhibits.
(Page 2 of 4 Pages)
Exhibits. The exhibits listed in the accompanying Exhibit Index are being filed herewith.
|2.1||Agreement and Plan of Merger, dated June 24, 2021, among Plex, Rockwell, Merger Sub and the Representative [Incorporated by reference to Exhibit 10.1 to Rockwell’s Current Report on Form 8-K filed on June 25, 2021].*|
|104||Cover Page Interactive Data File, formatted in inline XBRL.|
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and Rockwell agrees to furnish a copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request.
(Page 3 of 4 Pages)
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.
|ROCKWELL AUTOMATION, INC.|
|Rebecca W. House|
|Senior Vice President, Chief People and Legal Officer and Secretary|
Date: September 1, 2021
(Page 4 of 4 Pages)