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Subsequent Event
9 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]  
Subsequent Event

NOTE 14 – SUBSEQUENT EVENT

 

On May 6, 2021, the Company entered into an Agreement and Plan of Merger (Merger Agreement) with DivvyPay, Inc. (Divvy), a Delaware corporation that provides a cloud-based financial platform for businesses in the U.S. Pursuant to the terms of, and subject to the conditions set forth in, the Merger Agreement, including customary purchase price adjustments, the Company will pay an aggregate consideration of approximately $2.5 billion in exchange for all of the outstanding equity interests of Divvy, with approximately $625 million payable in cash, subject to adjustment, and the remainder issuable in shares of the Company’s common stock, RSUs and/or options to acquire the Company’s common stock (Share Consideration). The Share Consideration will be calculated based on a fixed value of $157.2697 per share, which represents the average daily volume-weighted average price per share of the Company’s common stock for each of the twenty consecutive trading days ended on and including May 3, 2021.

 

In addition, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Company will grant 953,776 RSUs under the 2019 EIP to certain employees of Divvy who will continue as employees of the Company. Such RSUs will vest over three years commencing on the first fiscal quarter after the closing of the merger, with one third vesting on the first year anniversary from the vesting commencement date, and the remainder vesting quarterly thereafter.

 

Upon the consummation of the transactions contemplated by the Merger Agreement, Divvy will become a wholly owned subsidiary of the Company. The merger will be accounted for as a business combination. The purchase price will be allocated based on the fair values of the assets acquired and liabilities assumed on the date of the closing of the merger. The closing of the merger is subject to customary closing conditions such as (i) the adoption of the Merger Agreement and approval of the merger in accordance with Delaware law and (ii) the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, among other things.