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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): August 9, 2023
AVID
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-36254 |
|
04-2977748 |
(State
or other jurisdiction of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
75 Blue Sky Drive, Burlington, Massachusetts 01803
(Address
of principal executive offices, including zip code)
(978)
640-6789
(Registrant’s
telephone number, including area code)
N/A
(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:
☐ |
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) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common stock, $0.01 par value |
|
AVID |
|
Nasdaq Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01. Other Events.
Press
Release
On
August 9, 2023, Avid Technology, Inc. (the “Company”) and Symphony Technology Group (“STG”)
issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of August 9, 2023, by and among the
Company, Artisan Bidco, Inc. (“Parent”), a Delaware corporation, and Artisan Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of STG.
The
full text of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
99.1 |
|
Press
Release dated August 9, 2023 |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
Additional
Information Regarding the Merger and Where to Find It
This
Current Report on Form 8-K relates to the proposed transaction involving the Company, Parent and Merger Sub, whereby the Company would
become a wholly-owned subsidiary of Parent. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation
of an offer to buy any securities or the solicitation of any vote or approval. The proposed transaction will be submitted to the stockholders
of the Company for their consideration at a special meeting of the stockholders. In connection therewith, the Company intends to file
a proxy statement and other relevant materials with the U.S. Securities and Exchange Commission (the “SEC”),
including a definitive proxy statement on Schedule 14A, which will be mailed or otherwise disseminated to the stockholders of the Company
as of the record date established for voting on the proposed transaction. The Company may also file other relevant documents with the
SEC regarding the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS
AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders
may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important
information about the Company, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.
In addition, stockholders of the Company may obtain free copies of the documents filed with the SEC by directing a request through the
Investor Relations portion of the Company’s website at www.avid.com or by mail to Avid Technology, Inc., 75 Blue Sky Drive, Burlington,
MA 01803, Attention: Whit Rappole, Investor Relations.
Participants
in the Solicitation
The
Company and its directors, its executive officers and certain other members of Company management and Company employees may, under the
rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of the Company is set forth in the Company’s definitive proxy statement on Schedule
14A for the 2023 annual meeting of the stockholders of the Company, filed with the SEC on April 28, 2023 and in subsequent documents
filed with the SEC, each of which is (or, when filed will be) available free of charge from the sources indicated above. Other information
regarding the participants in the solicitation of proxies from the stockholders of the Company and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the preliminary and definitive proxy statements and other
relevant materials to be filed with the SEC regarding the proposed transaction when they become available.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains 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, which are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements include statements regarding the expectations of the Company regarding the
benefits of the proposed transaction and the anticipated timing of the consummation of the proposed transaction. These statements are
based on the Company’s current expectations of future events and may include words such as “anticipate,” “believe,”
“confidence,” “could,” “estimate,” “expect,” “feel,” “intend,”
“may,” “plan,” “should,” “seek,” “will” and “would,” or other
comparable terms, but the absence of these words does not mean a statement is not forward-looking. If underlying assumptions prove inaccurate
or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of the Company. Risks
and uncertainties include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner,
or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including, without limitation,
the receipt of stockholder and regulatory approvals; (iii) unanticipated difficulties or expenditures relating to the proposed transaction;
(iv) the effect of the announcement or pendency of the proposed transaction on the Company’s plans, business relationships, operating
results and operations; (v) potential difficulties retaining employees as a result of the announcement and pendency of the proposed transaction;
(vi) the response of customers, channel partners and suppliers to the announcement of the proposed transaction; (vii) risks related to
diverting management’s attention from the Company’s ongoing business operations; (viii) legal proceedings, including those
that may be instituted against the Company, its board of directors, its executive officers or others following the announcement of the
proposed transaction; and (ix) risks regarding the failure to obtain the necessary financing to complete the proposed transaction. The
foregoing list is not exhaustive, and readers are advised to carefully consider the foregoing risk factors and the other risks and uncertainties
that affect the businesses of the Company described in the “Risk Factors” section of the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023, and other reports and documents filed by
the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available
online at www.sec.gov and ir.avid.com. Forward-looking statements speak only as of the date of this Current Report on Form 8-K. Readers
are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update
or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
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.
|
AVID TECHNOLOGY, INC. |
|
(Registrant) |
|
|
|
Date: August 9, 2023 |
By: |
/s/
Kenneth Gayron |
|
|
Name: |
Kenneth Gayron |
|
|
Title: |
Executive Vice President and Chief Financial Officer |
AVID TECHNOLOGY, INC. 8-K
Exhibit 99.1
Avid
Technology Enters into Definitive Agreement to Be Acquired by
an Affiliate of STG for $1.4 Billion
Stockholders
to Receive $27.05 Per Share in Cash
Transaction
Represents 32.1% Premium to Avid’s Unaffected Share Price on May 23, 2023
Avid
to Become a Privately Held Company Upon Completion of the Transaction
BURLINGTON,
Mass., August 9, 2023 – Avid® (NASDAQ: AVID), a leading technology provider that powers the media and entertainment
industry, today announced that it has entered into a definitive agreement to be acquired by an affiliate of STG in an all-cash transaction
valuing Avid at approximately $1.4 billion, inclusive of Avid’s net debt. Under the terms of the agreement, Avid stockholders will
receive $27.05 in cash for each share of Avid common stock. The cash purchase price represents a premium of 32.1% over the Company’s
unaffected closing share price on May 23, 2023, the last full trading day prior to media speculation regarding a potential sale of the
Company.
“Since
our founding over 30 years ago, Avid has delivered technology that enables individuals and enterprises who create media for a living
to make, manage and monetize today’s most celebrated video and audio content across the globe. We are pleased to announce this
transaction with STG, who share our conviction and excitement in delivering innovative technology solutions to address our customers’
creative and business needs,” said Jeff Rosica, Avid’s Chief Executive Officer and President. “STG's expertise in the
technology sector and significant financial and strategic resources will help accelerate the achievement of our strategic vision, building
on the momentum of our successful transformation achieved over the past several years. This transaction represents the start of an exciting
new chapter for Avid, our customers, our partners and our team members and is a testament to the importance of Avid and our solutions
in powering the media and entertainment industry.”
John
P. Wallace, Chairman of the Avid Board of Directors, said, “This transaction is the result of a comprehensive review of strategic
alternatives for Avid. Upon closing, this transaction will deliver immediate, significant and certain value to our stockholders. After
carefully evaluating a variety of options, the Board determined that this transaction is in the best interests of Avid and its stockholders.”
William
Chisholm, Managing Partner of STG added, “STG has admired Avid’s heritage as a category creator and pioneer in the media
and entertainment software market for many years. We are excited to partner with Jeff and the management team to build on the Company’s
history of delivering differentiated and innovative content creation and management software solutions. We look forward to leveraging
our experience as software investors to accelerate Avid’s growth trajectory with a deep focus on technological innovation and by
delivering enhanced value for Avid’s customers.”
Transaction
Details
The
transaction was unanimously approved by Avid’s Board of Directors and is expected to close during the fourth quarter of 2023, subject
to Avid stockholder approval, regulatory approvals and other customary closing conditions. The transaction will be financed through a
combination of equity and debt financing and is not subject to a financing condition. Upon completion of the transaction, Avid will become
a privately-held company, and its common stock will no longer be traded on Nasdaq.
For
further information regarding the terms and conditions contained in the definitive transaction agreement, please see Avid’s current
report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission in connection with the transaction.
Second
Quarter 2023 Results
Avid
today will announce its financial results for the second quarter of 2023, which ended on June 30, 2023. The press release will be available
on the Investor Relations section of the company’s website and the website of the U.S. Securities and Exchange Commission. In light
of today’s announced transaction, Avid is cancelling its previously scheduled earnings conference call.
Advisors
Goldman
Sachs & Co. LLC is serving as financial advisor to Avid, and Sidley Austin LLP is serving as legal counsel. Rothschild & Co is
serving as financial advisor to STG, and Paul Hastings LLP is serving as legal counsel to STG. Sixth Street Partners and Silver Point
are providing committed debt financing in support of the transaction.
Avid
Powers Greater Creators
People
who create media for a living become greater creators with Avid’s award-winning technology solutions to make, manage and monetize
today’s most celebrated video and audio content—from iconic movies and bingeworthy TV series, to network news and sports,
to recorded music and the live stage. What began more than 35 years ago with our invention of nonlinear digital video editing has led
to individual artists, creative teams and organizations everywhere subscribing to our powerful tools and collaborating securely in the
cloud. We continue to re-imagine the many ways editors, musicians, producers, journalists and other content creators will bring their
stories to life. Discover the possibilities at avid.com and join the conversation on social media with the multitude of brilliant creative
people who choose Avid for a lifetime of success.
About
STG
STG
is a private equity partner to market-leading companies in data, software, and analytics. The firm brings experience, flexibility, and
resources to build strategic value and unlock the potential of innovative companies. Partnering to build customer-centric, market-winning
portfolio companies, STG creates sustainable foundations for growth that bring value to existing and future stakeholders. The firm is
dedicated to transforming and building outstanding technology companies in partnership with world-class management teams. STG’s
expansive portfolio has consisted of more than 50 global companies. For more information, please visit www.STG.com.
Cautionary
Statement Regarding Forward-Looking Statements
This
press release contains 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, which are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements include statements regarding the expectations of Avid (the
“Company”) regarding the benefits of the proposed transaction and the anticipated timing of the
consummation of the proposed transaction. These statements are based on the Company’s current expectations of future events
and may include words such as “anticipate,” “believe,” “confidence,” “could,”
“estimate,” “expect,” “feel,” “intend,” “may,” “plan,”
“should,” “seek,” “will” and “would,” or other comparable terms, but the absence of
these words does not mean a statement is not forward-looking. If underlying assumptions prove inaccurate or known or unknown risks
or uncertainties materialize, actual results could vary materially from the expectations of the Company. Risks and uncertainties
include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner, or at all; (ii)
the failure to satisfy the conditions to the consummation of the proposed transaction, including, without limitation, the receipt of
stockholder and regulatory approvals; (iii) unanticipated difficulties or expenditures relating to the proposed transaction; (iv)
the effect of the announcement or pendency of the proposed transaction on the Company’s plans, business relationships,
operating results and operations; (v) potential difficulties retaining employees as a result of the announcement and pendency of the
proposed transaction; (vi) the response of customers, channel partners and suppliers to the announcement of the proposed
transaction; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations;
(viii) legal proceedings, including those that may be instituted against the Company, its board of directors, its executive officers
or others following the announcement of the proposed transaction; and (ix) risks regarding the failure to obtain the necessary
financing to complete the proposed transaction. The foregoing list is not exhaustive, and readers are advised to carefully consider
the foregoing risk factors and the other risks and uncertainties that affect the businesses of the Company described in the
“Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022,
filed with the SEC on March 1, 2023, and other reports and documents filed by the Company from time to time with the SEC. These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Copies of these filings are available online at www.sec.gov and ir.avid.com.
Forward-looking statements speak only as of the date of this press release. Readers are cautioned not to put undue reliance on
forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events or otherwise.
Additional
Information and Where to Find It
This
communication is being made in respect of the proposed transaction involving Avid (the “Company”), Artisan
Bidco, Inc. (“Parent”) and Artisan Merger Sub, Inc., whereby the Company would become a wholly-owned subsidiary
of Parent. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation
of any vote or approval. The proposed transaction will be submitted to the stockholders of the Company for their consideration at a special
meeting of the stockholders. In connection therewith, the Company intends to file a proxy statement and other relevant materials with
the U.S. Securities and Exchange Commission (the “SEC”), including a definitive proxy statement on Schedule
14A, which will be mailed or otherwise disseminated to the stockholders of the Company as of the record date established for voting on
the proposed transaction. The Company may also file other relevant documents with the SEC regarding the proposed transaction. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive
proxy statement, any amendments or supplements thereto and other documents containing important information about the Company, once such
documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, stockholders of the Company
may obtain free copies of the documents filed with the SEC by directing a request through the Investor Relations portion of the Company’s
website at https://ir.avid.com or by mail to Avid Technology, Inc. 75 Blue Sky Drive, Burlington, MA 01803, Attention: Whit Rappole,
Investor Relations.
Participants
in the Solicitation
The
Company and its directors, its executive officers and certain other members of Company management and Company employees may, under the
rules of the SEC, be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information
about the directors and executive officers of the Company is set forth in the Company’s definitive proxy statement on Schedule
14A for the 2023 annual meeting of the stockholders of the Company, filed with the SEC on April 28, 2023 and in subsequent documents
filed with the SEC, each of which is (or, when filed will be) available free of charge from the sources indicated above. Other
information regarding the participants in the solicitation of proxies from the stockholders of the Company and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the preliminary and definitive proxy statements
and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available.
Contacts:
Avid
Investors:
ir@Avid.com
Media:
JimSheehan@Avid.com
Danya
Al-Qattan/Ben Spicehandler/Warren Rizzi
FGS
Global
Avid@fgsglobal.com
STG
Media:
Gloria
Consola
pr@STG.com
650-935-9500
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Avid Technology (NASDAQ:AVID)
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Avid Technology (NASDAQ:AVID)
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From Jun 2023 to Jun 2024