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)
July 8, 2015
FORTINET, INC.
(Exact name of registrant as specified in its charter)
| State of Delaware | 001-34511 | 77-0560389 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
899 Kifer Road
Sunnyvale, CA 94086
(Address of principal executive offices, including zip code)
(408) 235-7700
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ¨ | 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)) |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on May 27, 2015, Fortinet, Inc., a Delaware corporation (“Fortinet”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Fortinet, Malbrouck Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Fortinet (“Purchaser”), and Meru Networks, Inc., a Delaware corporation (“Meru”). Pursuant to the terms of the Merger Agreement, on June 9, 2015, Purchaser commenced a cash tender offer to acquire all of the issued and outstanding shares of common stock, par value $0.0005 per share, of Meru (the “Shares”) for $1.63 per Share, net to the seller in cash, without interest and subject to any required withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 9, 2015 (as amended or supplemented, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented, the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer”).
The Offer expired at 12:00 midnight, New York City time, at the end of the day on July 7, 2015. Fortinet and Purchaser were advised by Computershare Inc., the depositary for the Offer (the “Depositary”), that, as of the expiration of the Offer, a total of 14,835,691 Shares had been validly tendered into and not withdrawn pursuant to the Offer, representing approximately 60.18% of the outstanding Shares as of 12:00 midnight, New York City time, at the end of the day on July 7, 2015. Additionally, the Depositary advised Fortinet and the Purchaser that an additional 102,563 Shares had been tendered by notice of guaranteed delivery. The Purchaser has accepted for payment all Shares validly tendered pursuant to the Offer and not properly withdrawn. Payment for such Shares has been made to the Depositary, which will transmit payments to tendering stockholders in accordance with the terms of the Offer.
On July 8, 2015, following acceptance of the tendered Shares, Purchaser merged with and into Meru pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Meru surviving as a wholly owned subsidiary of Fortinet (the “Merger”). At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time and not tendered pursuant to the Offer (other than (i) Shares held by Meru or Fortinet or any of their respective subsidiaries and (ii) Shares owned by Meru stockholders who properly perfected their statutory appraisal rights under Delaware law) was cancelled and automatically converted into the right to receive an amount equal to the Offer Price, without interest and less any required withholding tax.
Fortinet paid a total of approximately $44 million in the Offer and Merger (inclusive of assumed equity awards), and funded the cash payments required to complete the Offer and the Merger with cash on hand.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit (d)(1) to the Schedule TO filed by Fortinet on June 9, 2015 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Meru with the SEC on May 27, 2015), which is incorporated herein by reference.
| Item 8.01 | Other Events. |
On July 8, 2015, Fortinet issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
Fortinet intends to file financial information required by this Item 9.01(a) under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed.
(b) Pro forma financial information.
Fortinet intends to file pro forma financial information required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed.
(d) Exhibits.
| Number | Description | |
| 2.1 | Agreement and Plan of Merger, dated May 27, 2015, by and among Fortinet, Inc., Malbrouck Acquisition Corp. and Meru Networks, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Meru on May 27, 2015). | |
| 99.1 | Press release, dated July 8, 2015. | |
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.
| FORTINET, INC. | ||
| By: | /s/ John Whittle | |
| John Whittle | ||
| Vice President and General Counsel | ||
Date: July 8, 2015
EXHIBIT INDEX
| Number | Description | |
| 2.1 | Agreement and Plan of Merger, dated May 27, 2015, by and among Fortinet, Inc., Malbrouck Acquisition Corp. and Meru Networks, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Meru on May 27, 2015). | |
| 99.1 | Press release, dated July 8, 2015. | |
Exhibit 99.1
| For Media: Andrea Cousens Fortinet, Inc. 310-270-8903 acousens@fortinet.com |
For Investors: Michelle Spolver Fortinet, Inc. 408-486-7837 mspolver@fortinet.com |
For Industry Analysts: Ron Davis Fortinet, Inc. 415-806-9892 rdavis@fortinet.com |
Fortinet Closes Acquisition of Meru Networks
SUNNYVALE, Calif., - July 8, 2015 – Fortinet (NASDAQ: FTNT), the global leader in high-performance cyber security solutions, today announced it has closed the acquisition of Meru Networks (NASDAQ:MERU), a leader in intelligent Wi-Fi networking. With the close of this acquisition, Fortinet expands on its secure wireless vision and enterprise growth focus, broadens the company’s solutions portfolio, and expands its opportunity to uniquely address the $5B global enterprise Wi-Fi market with integrated and intelligent secure wireless solutions.
Fortinet’s proven solutions in secure Wi-Fi markets, with its FortiAP secure wireless access points and FortiWiFi integrated security appliances for enterprise branch offices and small businesses have been among the fastest growing products in the company’s “advanced technologies” portfolio. The addition of Meru’s intelligent Wi-Fi solutions to the Fortinet portfolio extends the delivery of a secure, uninterrupted user experience – anytime anywhere – providing peak performance in environments requiring high capacity load and a high-density of wireless users, such as enterprise, education, healthcare, and hospitality.
“To truly protect against all possible attack vectors, we are continuing to expand our market-leading end-to-end security platform to provide customers with the visibility and continuous threat protection they need – from the data center, to the cloud to the end-point,” said Ken Xie, founder, chairman and CEO of Fortinet. “We expect the acquisition of Meru to help us deliver new solutions and services to help enterprises of all sizes deploy, manage, and secure wired and wireless networks in a mobile era.”
Fortinet and Meru customers will benefit from Fortinet’s commitment to providing secure, uninterrupted connectivity for their highly mobile end-users, while offering channel partners a broader solutions portfolio to take to market.
With the completion of the transaction, Meru employees officially join Fortinet.
In connection with the acquisition, Fortinet is paying $1.63 per Meru share in cash, an equity value of approximately $44 million for the transaction. Fortinet first completed the tender offer for all outstanding shares of Meru by accepting for payment all such shares validly tendered and not properly withdrawn as of the expiration time of the tender offer, which represented approximately 60.18% of
Meru’s outstanding shares. Subsequently, a wholly-owned subsidiary of Fortinet merged with and into Meru, resulting in Meru becoming a wholly owned subsidiary of Fortinet. As a result of the merger, all remaining shares of Meru not purchased by Fortinet in the tender offer (other than shares owned by Meru, Fortinet or their subsidiaries and shares subject to properly exercised appraisal rights claims) were converted into the right to receive the aforementioned cash payment. All shares of Meru are expected to be delisted from the NASDAQ stock market by the close of business today.
About Fortinet
Fortinet (NASDAQ: FTNT) protects the most valuable assets of some of the largest enterprise, service provider and government organizations across the globe. The company’s fast, secure and global cyber security solutions provide broad, high-performance protection against dynamic security threats while simplifying the IT infrastructure. They are strengthened by the industry’s highest level of threat research, intelligence and analytics. Unlike pure-play network security providers, Fortinet can solve organizations’ most important security challenges, whether in networked, application or mobile environments - be it virtualized/cloud or physical. More than 210,000 customers worldwide, including some of the largest and most complex organizations, trust Fortinet to protect their brands. Learn more at http://www.fortinet.com, the Fortinet Blog or FortiGuard Labs.
Copyright © 2015 Fortinet, Inc. All rights reserved. The symbols ® and ™ denote respectively federally registered trademarks and unregistered trademarks of Fortinet, Inc., its subsidiaries and affiliates. Fortinet’s trademarks include, but are not limited to, the following: Fortinet, FortiGate, FortiGuard, FortiManager, FortiMail, FortiClient, FortiCare, FortiAnalyzer, FortiReporter, FortiOS, FortiASIC, FortiWiFi, FortiSwitch, FortiVoIP, FortiBIOS, FortiLog, FortiResponse, FortiCarrier, FortiScan, FortiAP, FortiDB, FortiVoice and FortiWeb. Other trademarks belong to their respective owners. Fortinet has not independently verified statements or certifications herein attributed to third parties and Fortinet does not independently endorse such statements. Notwithstanding anything to the contrary herein, nothing herein constitutes a warranty, guarantee, binding specification or other binding commitment by Fortinet, and performance and other specification information herein may be unique to certain environments. This news release contains forward-looking statements that involve uncertainties and assumptions, such as statements regarding product releases, the anticipated benefits of Fortinet’s acquisition of Meru and Fortinet’s future plans for Meru’s business. Changes of circumstances, product release delays, risks that the anticipated benefits of the acquisition may not be realized, changes in business plans or other risks as stated in our filings with the Securities and Exchange Commission, located at www.sec.gov, may cause results to differ materially from those expressed or implied in this press release. If the uncertainties materialize or the assumptions prove incorrect, results may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Fortinet assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to update these forward-looking statements.
FTNT-F