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) November 27, 2006
NeuStar, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-32548
|
|
52-2141938 |
| (State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| Of incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
|
| 46000 Center Oak Plaza |
|
|
|
|
| Sterling, Virginia
|
|
|
|
20166 |
| (Address of principal executive offices)
|
|
|
|
(Zip Code) |
(571) 434-5400
(Registrant’s telephone number, including area code.)
N/A
(Former name and 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 (see General Instruction
A. 2. below):
| 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 November 27, 2006, NeuStar, Inc. (“Parent”) entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with B&T Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent (“Merger Sub”),
Followap, Inc., a Delaware corporation
(the “Company”), and Carmel V.C. Ltd. and Sequoia Seed Capital II L.P. (Israel) as the
Holder Representatives (the “Holder Representatives”).
The Merger Agreement contains customary representations, warranties and covenants, including the
representation that the Company is not a telecom service provider. The consummation of the merger
is subject to customary conditions, including (i) approval of the Merger Agreement by the
stockholders of the Company and (ii) no material adverse effect of the Company shall have occurred.
If the conditions in the Merger Agreement are met and the parties proceed to closing, Merger Sub
will merge with and into the Company, the separate corporate existence of Merger Sub will cease,
and the Company will continue as the surviving corporation (the “Merger”), wholly-owned by
Parent.
Promptly after the closing of the Merger, the equityholders of the Company (including holders of
its preferred stock, common stock, warrants and options) will receive aggregate cash consideration
of $139,000,000, less Company transaction expenses. The merger consideration payable to the
holders of options to purchase Company common stock that have not vested as of the closing of the
Merger will be deposited into an escrow fund for the benefit of option holders. These funds will
be paid to the holders of such options over time as their options would have vested if they had not
been canceled in the Merger. In addition, $13,800,000 of the merger consideration payable to the
equityholders of the Company will be deposited in a separate indemnity escrow fund at closing and
will be available to satisfy Parent’s indemnification claims for breaches of the Merger Agreement.
An additional $250,000 of the merger consideration payable to the equityholders of the Company will
be deposited into a separate reserve escrow fund and used for the reimbursement of certain costs
and expenses of the Holder Representatives. The funds in the indemnity and reserve escrow funds
will remain in escrow for a one-year period (unless claims are pending at such time), after which
remaining proceeds will be distributed to the equityholders of the Company.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the
full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1, and which is
incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 27, 2006, after receiving approval of the stockholders of the Company entitled to vote
on the Merger, Parent, Merger Sub and the Company completed the Merger pursuant to the Merger
Agreement. Merger Sub was merged with and into the Company, with the Company continuing as the
surviving corporation and a wholly-owned subsidiary of Parent.
The Company is a leading provider and an innovator of Presence, Instant Messaging and Interconnect
solutions to the telecommunications industry. The Company’s customer base consists of 17 network
operators, with a combined user base of over 160 million subscribers.
As a result of the Merger, the equityholders of the Company will receive the merger consideration
described in Item 1.01 above.
Item 7.01 Regulation FD Disclosure.
On November 27, 2006, Neustar, Inc. issued a press release announcing the execution of the Merger
Agreement and the closing of the Merger. As set forth in this press release, Parent will conduct
an investor conference call to discuss the Merger on November 27, 2006. A replay of this call will
be available to all those who cannot listen to the live broadcast. A copy of this press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this item are not being filed herewith. To the extent
information is required by this item, it will be filed with the U.S. Securities and Exchange
Commission by amendment as soon as practicable, but no later than 71 days after the date on which
this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is not being filed herewith. To the
extent such information is required by this item, it will be filed with the U.S. Securities and
Exchange Commission by amendment as soon as practicable, but no later than 71 days after the date
on which this Current Report on Form 8-K is required to be filed.
(c) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K.
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
2.1
|
|
Agreement and Plan of Merger, dated as of November 27, 2006, by
and among Neustar, Inc., Followap, Inc., B&T Merger Sub, Inc. and
Carmel V.C. Ltd. and Sequoia Seed Capital II L.P. (Israel), as
Holder Representatives. |
|
|
|
99.1
|
|
Press Release of Neustar, Inc., dated November 27, 2006. |
Certain statements in this filing (including the exhibits) may contain forward-looking statements
regarding Neustar, Inc. and Followap Inc. after the completion of the transactions that are
intended to be covered by the safe harbor for “forward-looking” statements provided by the Private
Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the
benefits of the business combination transaction involving Neustar and Followap Inc., including
future financial and operating results and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of Neustar’s and Followap Inc.’s
management and are subject to certain risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements.