UNITED STATES
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
Date of Report (Date of earliest event reported)
January 25, 2016
Rambus Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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000-22339 |
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94-3112828 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I. R. S. Employer
Identification No.) |
1050 Enterprise Way, Suite 700, Sunnyvale, California 94089
(Address of principal executive offices, including ZIP code)
(408) 462-8000
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 January 25, 2016, Rambus Inc.
(“Rambus”) and the shareholders and optionholders (the “Sellers”) of Smart Card Software Limited, a private company limited by shares incorporated in England and Wales (“SCS”), entered into a purchase agreement (the
“Purchase Agreement”) pursuant to which Rambus acquired all outstanding shares of SCS for £64.7 million in cash. Approximately £11.9 million of the consideration was placed in escrow to fund indemnification
obligations and other contractual provisions, with releases of portions of the escrow fund at six, 12 and 18 months.
The Purchase
Agreement includes certain customary representations, warranties and covenants on the part of the Sellers and Rambus. The Purchase Agreement also includes various other provisions customary for transactions of this nature, including indemnification
provisions and a working capital true-up to be computed post-closing. The foregoing is a summary of the material provisions of the Purchase Agreement. This summary is not intended to be complete and is qualified in its entirety by reference to the
Purchase Agreement, which Rambus will file with the Securities and Exchange Commission.
On January 25, 2016, Rambus issued a press release announcing that
it acquired all outstanding shares of SCS as described under Item 1.01 above. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this press
release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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| 99.1 |
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Press Release of Rambus Inc., issued on January 25, 2016. |
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.
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| Date: January 25, 2016 |
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Rambus Inc. |
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/s/ Satish Rishi |
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Satish Rishi, Senior Vice President, Finance and
Chief Financial Officer |
Exhibit Index
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| Exhibit
Number |
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Exhibit Title |
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| 99.1 |
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Press Release of Rambus Inc., issued on January 25, 2016. |
Exhibit 99.1
NEWS RELEASE
Rambus Acquires Secure Mobile Payment and Ticketing Solutions
Bell ID and Ecebs bolster Cryptography Research Division
SUNNYVALE, Calif. – January 25, 2016 – Rambus Inc. (NASDAQ:RMBS) today announced it has acquired Smart Card Software Ltd which
includes Bell Identification Ltd (Bell ID) and Ecebs Ltd (Ecebs) through the purchase of all outstanding shares of Smart Card Software Ltd., for £64.7M in cash. As part of this acquisition, the advanced mobile payment platform developed by
Bell ID, along with the smart ticketing platform created by Ecebs, will be incorporated into the Rambus Cryptography Research Division. Rambus expects the acquisition to be accretive to pro forma earnings within the first twelve months.
“The secure mobile payment and smart ticketing markets are growth opportunities, and the technologies developed by Bell ID and Ecebs complement our
CryptoManager platform and will allow us to leverage our foundational security technology to offer differentiated, value-added security solutions,” said Dr. Martin Scott, senior vice president and general manager of the Rambus Cryptography
Research division. “We welcome the teams of Bell ID and Ecebs to the Rambus Cryptography Research division and look to continue building comprehensive product offerings for the market to better service our collective customer base.”
“It’s exciting for Bell ID and Ecebs to become part of an organization with a deep foundation in security which can enhance growth and offer even
more comprehensive solutions to our customers whilst strengthening its global market and technology profile,” said Pat Curran, executive chairman of Smart Card Software Ltd. “The combined organizations will be able to streamline the
usability of advanced payment and ticketing schemes in the most secure manner.”
Bell ID is a recognized leader in mobile payments. The technologies
created by Bell ID include a full suite of mobile payment solutions that support cloud-based services using host card emulation (HCE), EMVCo tokenization (TSP), trusted services management (TSM) for SIM-based projects and embedded secure element
solutions. Ecebs is a leading supplier of smart ticketing systems to the UK transport markets and has developed software to meet the growing demand for cloud-based, secure ticketing schemes, which can open up lower cost smart ticketing to a wider
market. These technologies and solutions will support the Rambus Cryptography Research portfolio of products and services, providing a broad range of secure provisioning and management solutions.
To learn more about Rambus and the Cryptography Research Division, visit rambus.com/security.
Follow Rambus:
Company website:
rambus.com
Rambus blog: rambusblog.com
Twitter: @rambusinc
LinkedIn:
www.linkedin.com/company/rambus
Facebook: www.facebook.com/RambusInc
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| © Rambus Inc. |
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About Rambus Cryptography Research
The Rambus Cryptography Research division is dedicated to providing a secure foundation for a connected world. Our innovative technologies span areas including
tamper resistance, content and media protection, network security, and secure payment and transaction services. These technologies protect nearly nine billion licensed products annually, providing secure access to data and creating invaluable trust
between our customers and their customer base. Additional information is available at rambus.com/security.
About Rambus Inc.
Rambus creates cutting-edge semiconductor and IP products, spanning memory and interfaces to security, smart sensors and lighting. Our chips, customizable IP
cores, architecture licenses, tools, services, training and innovations improve the competitive advantage of our customers. We collaborate with the industry, partnering with leading ASIC and SoC designers, foundries, IP developers, EDA companies and
validation labs. Our products are integrated into tens of billions of devices and systems, powering and securing diverse applications, including Big Data, Internet of Things (IoT), mobile, consumer and media platforms. At Rambus, we are makers of
better. For more information, visit rambus.com.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including
statements regarding the potential benefits and incorporation of the acquired technologies into the Rambus Cryptography Research division, expected addition to pro forma earnings within the first twelve months, growth opportunities of the secure
mobile payment and smart ticketing markets, and the ability to streamline the usability of advanced payment and ticketing schemes in a secure manner. These forward-looking statements are based on current expectations, estimates, assumptions and
projections that are subject to change. Actual results may differ materially from the forward-looking statements due to a variety of factors including, but not limited to, risks and uncertainties described from time to time in Rambus’s annual
report on Form 10-K, quarterly reports on Forms 10-Q and other periodic filings with the Securities and Exchange Commission. All forward-looking statements are made as of the date of this press release and Rambus does not undertake to update any
forward-looking statements based on new developments or changes in expectations.
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RMBSFN
Press contact:
Racepoint Global
Hilary Costa
(415) 694-6705
hcosta@racepointglobal.com
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| © Rambus Inc. |
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