UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 21, 2019, Rambus Inc. (“Rambus”) completed its previously announced sale to Visa International Service Association (“Purchaser”) of all outstanding shares of its subsidiary, Smart Card Software Limited, which comprised its payments and ticketing group, for $75 million in cash, subject to certain adjustments (the “Transaction”), pursuant to a share purchase agreement dated June 20, 2019 (the “Purchase Agreement”).
The Purchase Agreement also includes various other provisions customary for transactions of this nature, including a post-closing working capital adjustment, and various remedy provisions for the benefit of the Purchaser, subject to various limitations on liability for Rambus. As part of the Transaction, Rambus and the Purchaser have entered into a post-closing transition services agreement whereby Rambus is providing certain post-closing services to the Purchaser at designated fees. The foregoing is a summary of the material provisions of the Purchase Agreement. This summary is not intended to be complete and is qualified in its entirety by the Purchase Agreement, which Rambus filed with the Securities and Exchange Commission as Exhibit 2.1 to the Form 10-Q filed on August 2, 2019.
Item 8.01 — Other Events.
On October 22, 2019, Rambus Inc. issued a press release announcing the completion the Transaction.
The information in the press release that is an exhibit to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
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Exhibits. | |||
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| 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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.
| Date: October 22, 2019 |
Rambus Inc. | |
| /s/ Jae Kim | ||
| Jae Kim Senior Vice President and General Counsel |