6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2019

Commission File Number 001-36535

GLOBANT S.A.

(Translation of registrant’s name into English)

  37A Avenue J.F. Kennedy

L-1855, Luxembourg

Tel: + 352 20 30 15 96  

 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F
or Form 40-F:	x Form 20-F	¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):	____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):	____

GLOBANT S.A.

FORM 6-K

Acquisition of Avanxo (Bermuda) Limited

On January 17, 2019, Globant S.A. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with the shareholders of Avanxo (Bermuda) Limited (“Avanxo”), pursuant to which the Company agreed to purchase all of Avanxo’s share capital (the “Acquisition”) subject to the terms and conditions set forth in the Purchase Agreement. Avanxo is a cloud consulting and implementation company headquartered in Bermuda, with operations in Brazil, Mexico, Colombia, Peru, Argentina and the United States.

Under the terms of the Purchase Agreement, the total consideration payable by the Company to Avanxo’s shareholders, assuming a debt-free and cash-free balance sheet, is USD 48,557,247 (the “Total Consideration”), subject to a working capital adjustment, reduction for uncollected accounts receivables and the amounts of the Earn-Out Payments (as defined below) that become due and payable. Of the Total Consideration, an amount of up to USD 40,939,104 will be payable on the closing of the Acquisition. The remaining portion of the Total Consideration (USD 7,618,143) will be payable in two installments, at the end of each of the years ending December 31, 2019 and 2020, and is subject to upwards or downwards adjustment based on Avanxo’s achievement of specified revenue, gross margin and operating margin targets for each of the years ending December 31, 2019 and 2020 (the “Earn Out Payments”).

At the Company’s sole option, the Company will be entitled to pay a portion of the Total Consideration through the issuance and delivery of common shares of the Company, as follows: (i) up to USD 865,323 of the amount payable on the closing of the Acquisition and (ii) at the time of payment of any Earn Out Payments, up to 25% of such Earn Out Payment. The number of the Company’s common shares that may be issued and delivered to Avanxo´s selling shareholders will be determined based on the volume weighted average trading price for the 60 calendar day period prior to closing of each share subscription. Common shares issued pursuant to the exercise by the Company of this option will be subject to a 12-month lock-up period. These common shares are expected to be issued in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended.

The Agreement contains customary representations, warranties, covenants, indemnities and conditions to closing, including non-objection to the Acquisition by the Colombian antitrust authority (Superintendencia de Industria y Comercio). The Company expects the transaction to close during February 2019. If the transaction does not occur by April 1, 2019 (unless extended by the parties), the Purchase Agreement will automatically terminate.

The Company expects to satisfy its payment obligations with respect to the Total Consideration with a mix of cash on hand and borrowings under its Amended and Restated Credit Agreement dated as of November 1, 2018.

The information contained in this report on Form 6-K, excluding the press release attached as Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-225731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Cautionary Note Regarding Forward-Looking Statements

Any statements contained in this Report on Form 6-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. Such statements may include, but are not limited to, statements about the Company’s planned acquisition, and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of the Company’s management as of this date only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation, those items identified as “risk factors” in the Company’s most recently filed Annual Report on Form 20-F. Therefore, investors are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

Press Release

The Company is furnishing under the cover of this report on Form 6-K the following:

Exhibit 99.1 Press release, dated January 18, 2019.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GLOBANT S.A.
By:	/s/ SOL MARIEL NOELLO
	Name: Sol Mariel Noello
	Title: General Counsel

Date: January 18, 2019

EX-99.1

Exhibit 99.1

 

Globant to Acquire Avanxo to Expand Digital and

Cognitive Transformation Expertise

The Company Announced this Acquisition to Keep Bringing Globant's Native Digital Culture to Corporate Process Optimization and to Continue Expanding its Cloud Implementation Solutions

Luxembourg – January 18, 2019: Globant (NYSE: GLOB), a digitally native technology services company, today announced it has entered into a binding agreement to acquire Avanxo, a leading cloud transformation company with presence in the United States, Brazil, Mexico, Colombia, Peru and Argentina. Subject to completion of certain requirements set forth in the purchase agreement, the transaction is expected to close in February 2019.

With this acquisition, Globant continues to focus its capabilities in creating digital experiences for large organizations worldwide, expanding its broad expertise in corporate process optimization and cloud technologies.

“Avanxo shares our vision on how to deliver profound digital and cognitive transformations for the most demanding customers. With Avanxo, we’ll broaden our transformation approach as we keep bringing our digital culture to optimize our customers’ corporate processes”, explains Martin Migoya, Globant CEO and Co-founder. “We have found an amazing team that complements our model, and we are confident that this acquisition will help us propel our positioning as leaders in the digital and cognitive arena.”

“With Avanxo, we are expanding our service offering along with the key partnerships Avanxo holds with Salesforce, Amazon Web Services, Google and Informatica,” added Martín Umaran, Globant Chief of Staff and Co-founder.

Avanxo pioneered the Cloud System Integration market in Latin America and received widespread recognition for its expertise and ability to drive customer success. Avanxo was recognized as a most valuable partner and became the first independent Platinum Consulting Partner of Salesforce in Latin America. The company is an Advanced Consulting and MSP Certified Partner of Amazon Web Services, and has consistently been recognized by leading publications such as Talkin’ Cloud, CIO Review, CIO Application, Forrester Research and others. The company has 310 IT professionals exceptionally skilled in cloud capabilities and working for renowned brands such as ABInBev, Sulamerica, Ecopetrol, Sika, Allianz, Terpel, Samsung, La Meridional, Audi Argentina, Sodimac and many others.

Diego Maldonado, Avanxo Founder and CEO, said: “We are thrilled to become part of the Globant team. Globant is a premier leader in digital and cognitive transformations, recognized worldwide for its ability to incorporate cloud into its deliverables to enhance customer experience and success. Globant shares our core values focused on talent development, employee satisfaction, close alignment with our partners, and customer success. By joining Globant, we will be able to broadly expand our capabilities and provide a vehicle for growth for our employees and our partners.”

About Globant

We are a digitally native company where innovation, design and engineering meet scale. We use the latest technologies in the digital and cognitive field to empower your organization in every aspect.

 

●    Globant has more than 7,800 professionals and we are present in 13 countries working for companies like LinkedIn, BBVA, EA, and Coca Cola, among others.

●    We were named a Worldwide Leader of Digital Strategy Consulting Services by IDC MarketScape report (2016 and 2017)

●    We were also featured as a business case study at Harvard, MIT, and Stanford.

For more information, visit www.globant.com.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The expectations related to the businesses of Globant and Avanxo may differ from their actual results and consequently, you should not rely on these forward looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. These forward-looking statements include, without limitation, expectations with respect to future performance, the satisfaction of the closing conditions to the proposed transaction and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of Globant and Avanxo and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the share purchase agreement, (2) the ability to recognize the anticipated benefits of the proposed transaction, (3) costs related to the proposed transaction, (4) changes in applicable laws or regulations, (5) the demand for Avanxo’s services together with the possibility that Avanxo may be adversely affected by other economic, business, and/or competitive factors; and (6) other factors discussed under the heading “Risk Factors” in our most recent Form 20-F filed with the Securities and Exchange Commission.

Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this press release whether as a result of new information, future events or otherwise.

These risks and uncertainties include those discussed or identified in the filings with the Luxembourg Stock Market Authority for the Financial Markets (Commission de Surveillance du Secteur Financier).

Contact

Megan Felz

Account Manager

Walker Sands

megan.felz@walkersands.com

213.9664.9111