Mimecast Limited filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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 class |
Ticker symbol(s) |
Name of each exchange on which registered | ||
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 8.01. | Other Events. |
As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on December 7, 2021, Mimecast Limited, a public limited company organized under the Laws of the Bailiwick of Jersey (“Mimecast”), entered into a Transaction Agreement (the “Transaction Agreement”) with Magnesium Bidco Limited, a private limited company incorporated in England & Wales (“Buyer”), pursuant to which Buyer will acquire the entire share capital of Mimecast in an all-cash transaction pursuant to a scheme of arrangement under Part 18A of the Companies (Jersey) Law 1991 (the “Scheme of Arrangement”), as amended from time to time (the “Transaction”). Buyer is an affiliate of Permira Advisors LLC.
Regulatory Approvals
On April 7, 2022 Mimecast received written notice from the South Africa Competition Commission (the “Competition Commission”) that there are no unresolved concerns and that the Competition Commission has concluded no further action is to be taken under the South African Competition Act No. 89 of 1998, as amended, with respect to the Transaction.
On April 14, 2022 Mimecast received written notice from the UK Department for Business, Energy and Industrial Strategy (“BEIS”) that there are no unresolved concerns and that BEIS has concluded no further action is to be taken under Section 26(1)(b) of the UK National Security and Investment Act 2021, as amended, with respect to the Transaction.
As previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on April 1, 2022, Mimecast received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that there are no unresolved national security concerns and that CFIUS concluded action under Section 721 of the Defense Production Act of 1950, as amended, with respect to the Transaction.
Receipt of each of the Competition Commission clearance, BEIS clearance and CFIUS clearance satisfies a certain condition to the closing of the Transaction. The closing of the Transaction remains subject to the satisfaction or waiver of the remaining conditions to the Transaction set forth in the Transaction Agreement, including the sanctioning of the Scheme of Arrangement by the Royal Court of Jersey.
Court Hearing
The Royal Court of Jersey (the “Court”) has set May 18, 2022 at 10:00 a.m. (Jersey time) to hear Mimecast’s application to sanction the Scheme of Arrangement under Part 18A of the Companies (Jersey) Law 1991, pursuant to the Transaction Agreement. Mimecast shareholders are entitled to attend and be heard at the Court hearing to sanction the Scheme of Arrangement, either in person or through a Jersey advocate, to support or oppose the Scheme. The Court’s address is Royal Court House, Royal Square, St Helier, Jersey JE1 1JG and its telephone number is +44 1534 441 300.
Mimecast continues to monitor the Court’s availability to hold the Court hearing to sanction the Scheme of Arrangement as soon as possible. If, and only if, Mimecast is successful in securing an earlier date to hold the Court hearing to sanction the Scheme of Arrangement, an amendment to this Form 8-K will be filed with the Securities and Exchange Commission at least 14 days prior to such date.
On April 21, 2022, Mimecast issued a press release announcing the date of the Court hearing to sanction the Scheme of Arrangement. 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. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated April 21, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| Date: April 21, 2022 |
Mimecast Limited | |||||
| By: |
/s/ Rafeal Brown | |||||
| Rafeal Brown | ||||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||