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): October 4, 2019
Elastic N.V.
(Exact name of Registrant as specified in its charter)
| The Netherlands | 001-38675 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
800 West El Camino Real, Suite 350
Mountain View, California 94040
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 458-2620
(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 (see General Instruction A.2. below):
| ☐ | 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 of which registered | ||
| Ordinary Shares, €0.01 Par Value | ESTC | The New York Stock Exchange |
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 2.01. | Completion of Acquisition or Disposition of Assets. |
On October 8, 2019, Elastic N.V., a Dutch public limited company (naamloze vennootschap) (“Elastic” or the “Company”), completed its previously announced acquisition (the “Merger”) of Endgame, Inc., a Delaware corporation (“Endgame”), pursuant to that certain Agreement and Plan of Reorganization, dated as of June 5, 2019, (the “Merger Agreement”), by and among Elastic, Avengers Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Elastic (“Merger Sub”), Endgame, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of Endgame (the “Securityholder Representative”).
Pursuant to the terms of the Merger Agreement, at the closing of the Merger (the “Effective Time”), Elastic acquired Endgame for a total purchase price of approximately $234 million, subject to customary adjustments. Elastic paid the purchase price through (i) the issuance of 2,218,694 ordinary shares, par value €0.01 per share, of Elastic (the “Elastic Ordinary Shares”), in respect of Endgame’s outstanding capital stock, warrants, convertible notes, and certain retention awards, (ii) the cash repayment of Endgame’s outstanding indebtedness of approximately $20.4 million, (iii) the assumption of Endgame’s outstanding options, (iv) a $350,000 cash deposit to fund an expense fund for the fees and expenses of the Securityholder Representative, and (v) the cash payment of Endgame’s transaction expenses of approximately $5.9 million. Each share of Elastic Ordinary Shares issued in the Merger was valued at $89.3836 (an amount equal to equal to the volume weighted average price per share rounded to four decimal places (with amounts 0.00005 and above rounded up) of the Elastic Ordinary Shares on the New York Stock Exchange for the twenty (20) consecutive trading days ending with the complete trading day ending five (5) trading days prior to the date upon which the Merger is consummated). No fractional shares of Elastic Ordinary Shares will be issued in the Merger, and holders of Endgame did not receive any consideration in lieu of any such fractional shares. Elastic Ordinary Shares that will be issued in the Merger are listed on the New York Stock Exchange.
At the Effective Time, Endgame options were converted into corresponding equity awards in respect of Elastic Ordinary Shares based on the Stock Award Exchange Ratio (as defined in the Merger Agreement), with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the Merger.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) On October 4, 2019, Elastic held an extraordinary general meeting of shareholders (the “Extraordinary Meeting”) to consider and vote on a proposal to approve the resolution of the board of directors of Elastic that Elastic shall (i) enter into the Merger Agreement, pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into Endgame, with Endgame surviving the Merger as a wholly-owned subsidiary of Elastic, and (ii) approve the transactions contemplated by the Merger Agreement, including the Merger and the issuance of Elastic Ordinary Shares to the securityholders of Endgame pursuant to the Merger (such proposal, the “Elastic Merger and Share Issuance Approval Proposal”).
As of the close of business on September 6, 2019, the record date for the Extraordinary Meeting (the “Record Date”), there were 77,228,113 ordinary shares of Elastic issued and outstanding and entitled to vote at the Extraordinary Meeting. As of the Record Date, there were no preferred shares of Elastic issued and outstanding. At least one-third of the issued Elastic shares were present or represented at the Extraordinary Meeting with respect to the proposal below, constituting a quorum for purposes of the proposal.
(b) The certified results of the matter voted on at the Extraordinary Meeting are set forth below.
Proposal No. 1 – Approval of the Elastic Merger and Share Issuance Approval Proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 48,801,224 | 12,981 | 185,478 | 0 |
Based on the votes set forth above, the shareholders approved the Elastic Merger and Share Issuance Approval Proposal.
| Item 8.01. | Other Events. |
On October 8, 2019 the Company issued a press release announcing that it had completed the Merger. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statement of Businesses Acquired.
The financial statements required by Item 9.01(a) of this Current Report on Form 8-K will be filed by amendment to this Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(d) Exhibits
SIGNATURE
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.
Dated: October 8, 2019
| ELASTIC N.V. | ||
| By: | /s/ Janesh Moorjani | |
| Name: | Janesh Moorjani | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Elastic Completes the Acquisition of Endgame, a Leader in Endpoint Protection
MOUNTAIN VIEW, Calif. & AMSTERDAM, The Netherlands— (BUSINESS WIRE) — October 8, 2019 — Elastic N.V. (NYSE: ESTC), the company behind Elasticsearch and the Elastic Stack, announced that it has completed the acquisition of Endgame, a pioneer and industry-recognized leader in endpoint protection, detection, and response.
For years, the Elastic Stack has been adopted and used as a security analytics solution for threat hunting, fraud detection, security monitoring, cybersecurity, and more. In June 2019, Elastic launched Elastic SIEM to give security teams a powerful new tool for collecting, investigating, and detecting security information and events. The addition of Endgame’s endpoint protection product alongside Elastic SIEM will further simplify security for everyone — giving users a single, complete solution to combat threats and attacks. On October 15, 2019, at 8:30 a.m. (ET), Elastic will be hosting a special livestream from Washington, D.C., to unveil the details with Elastic CEO Shay Banon and Endgame CEO Nate Fick. Register here.
The total purchase price was $234 million, subject to customary adjustments, paid through the issuance of approximately 2.2 million ordinary shares of Elastic, the assumption of Endgame’s outstanding options, and cash payments aggregating approximately $27 million to repay Endgame’s outstanding bank debt of approximately $20 million and Endgame’s transaction expenses and other items aggregating approximately $7 million.
About Elastic
Elastic is a search company. As the creators of the Elastic Stack (Elasticsearch, Kibana, Beats, and Logstash), Elastic builds self-managed and SaaS offerings that make data usable in real time and at scale for use cases like application search, site search, enterprise search, logging, APM, metrics, security, business analytics, and many more.
Elastic and associated marks are trademarks or registered trademarks of Elastic N.V. and its subsidiaries. All other company and product names may be trademarks of their respective owners.
Forward-Looking Statements
This press release contains forward-looking statements which include but are not limited to Elastic’s ability to provide security teams a powerful new tool for collecting, investigating, and detecting security information and events, the ability of Elastic SIEM to give Elastic users a single, complete solution to combat threats and attacks, and the benefits to Elastic’s customers of deploying Elastic SIEM. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Our expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those
contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: Elastic’s ability to offer a comprehensive security solution focused on endpoint security and integrated with Elastic’s existing security efforts; Endgame’s endpoint security capabilities; Elastic’s ability to help organizations extend threat hunting to the endpoint; the benefit to Elastic customers of deploying Endgame’s product; the benefit to Endgame customers of deploying the Elastic Stack; Elastic’s ability to successfully integrate our products, technologies and businesses; the ability to use Elastic’s search technology in combination with endpoint data; Elastic’s ability to successfully align product roadmaps and go-to-market strategy; customer acceptance of Elastic and Endgame’s combined product lines and the value proposition of the combination of Elastic and Endgame; the future conduct and growth of Elastic’s business and the markets in which Elastic operates; and the ability of Elastic to timely and successfully achieve the anticipated benefits of the acquisition of Endgame. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our most recent filings with the SEC, including our prospectus filed with the SEC on September 4, 2019 pursuant to Rule 424(b)(3), our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2019 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC. SEC filings are available on the Investor Relations section of Elastic’s website at ir.elastic.co and the SEC’s website at www.sec.gov. Elastic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release, except as required by law.
Dan Reidy
press@elastic.co