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Item 1.01
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Entry into a Material Definitive Agreement.
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Agreement and Plan of Merger
On February 9, 2021, NIC Inc., a Delaware corporation (“NIC”), entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with Tyler Technologies, Inc., a Delaware corporation (“Tyler Technologies”), and Topos Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Tyler Technologies (“Merger Sub”). The
Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into NIC (the “Merger” and,
collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”), with NIC continuing as the surviving corporation and as a wholly-owned
subsidiary of Tyler Technologies.
Consideration to NIC Stockholders. At the effective time of the Merger (“Effective Time”), each share of common stock, par value $0.0001 per share, of NIC (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock (i) owned by Tyler Technologies, Merger Sub or any of their respective subsidiaries, (ii)
owned by NIC or any of its subsidiaries, including shares held as treasury stock, (iii) for which appraisal rights have been demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware or (iv) that
are subject to Assumed RSAs (as defined below)), shall be converted into the right to receive $34.00 per share in cash, without interest (the “Merger Consideration”).
Treatment of NIC Equity Awards and NIC Employee Stock Purchase Plan.
Immediately prior to the Effective Time, each outstanding restricted stock award granted under NIC’s equity compensation plan (each, a “NIC Restricted Stock Award”) that is fully vested and not subject to any restrictions (or that, pursuant to its terms as in effect on the date of the Merger Agreement or the
terms of the Merger Agreement, will accelerate in full and no longer be subject to any further vesting as a result of or in connection with the consummation of the Transactions), will be released to the holder of such NIC Restricted Stock Award, to
the extent not previously released, and converted into the right to receive, with respect to each share of Common Stock subject to such NIC Restricted Stock Award (as determined in accordance with the applicable award agreement), the Merger
Consideration, less all applicable withholding and other authorized deductions.
At the Effective Time, each NIC Restricted Stock Award that is outstanding immediately prior to the Effective Time and that vests solely based on the
achievement of performance goals will automatically vest in full and be cancelled and converted into the right to receive, with respect to each share of Common Stock subject to such NIC Restricted Stock Award (as determined in accordance with the
applicable award agreement), the Merger Consideration, less all applicable withholding and other authorized deductions.
At the Effective Time, each outstanding NIC Restricted Stock Award that vests solely based
on the passage of time (other than NIC Restricted Stock Awards that are converted into the right to receive the Merger Consideration pursuant to the Merger Agreement) (each, an “Assumed RSA”), will be assumed by Tyler Technologies and converted automatically into a Tyler Technologies restricted stock award on the
same terms and conditions (including any terms and conditions relating to accelerated vesting upon a termination of employment in connection with or following the Effective Time) as applicable to such Assumed RSA immediately prior to the Effective
Time, except that the number of shares of Tyler Technologies common stock subject to such Assumed RSA will equal the product obtained by multiplying the total number of shares of Common Stock subject to the Assumed RSA immediately prior to the
Effective Time (as determined in accordance with the applicable award agreement) by the Restricted Stock Conversion Ratio, rounded up to the nearest whole share. Each Assumed RSA shall otherwise be subject to Tyler Technologies’ equity
compensation plan. For purposes of the Merger Agreement, the “Restricted
Stock Conversion Ratio” means the quotient, rounded (with simple rounding) to the fourth decimal place, obtained by dividing (i) the Merger
Consideration by (ii) the volume weighted average closing sale price of one share of Tyler Technologies common stock as reported on the New York Stock Exchange for the ten consecutive trading days ending on the trading day immediately preceding the
date on which the Closing occurs (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events).
Pursuant to the Merger Agreement, NIC will take all actions necessary with respect to NIC’s Amended and Restated Employee Stock Purchase Plan (the “NIC ESPP”), to provide that, among other things, participation in the NIC ESPP after the date of the Merger Agreement will be limited to the NIC employees who participate in the
offering period currently in progress as of the date of the Merger Agreement, no new offering periods under the NIC ESPP will commence after the date of the Merger Agreement and, subject to the consummation of the Merger, the NIC ESPP will terminate
as of immediately prior to the Effective Time.
Board Approval. The Board of Directors of NIC (the “Board”) has unanimously (i) determined that the terms of the Merger Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, NIC and its
stockholders, (ii) approved the execution and delivery by NIC of the Merger Agreement, the performance by NIC of its covenants and agreements contained in the Merger Agreement and the consummation of the Merger and other Transactions upon the terms
and subject to the conditions set forth in the Merger Agreement, (iii) recommended that the stockholders of NIC adopt the Merger Agreement, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of NIC’s stockholders.
Conditions to Closing. The consummation of the Merger (the “Closing”) is subject to certain conditions, including (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock to adopt the Merger Agreement (the “Stockholder Approval”), (ii) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and (iii) the absence of any order or law enjoining or otherwise prohibiting the Merger. Each of Tyler Technologies’ and NIC’s obligation to consummate the
Merger is also subject to additional customary conditions, including (x) the accuracy of the representations and warranties of the other party, subject to specified materiality qualifications, and (y) performance and compliance in all material
respects by the other party with its obligations, covenants and agreements under the Merger Agreement. Consummation of the Merger is not subject to a financing
condition.
Representations, Warranties and Covenants. The Merger
Agreement contains customary representations, warranties and covenants made by each of NIC, Tyler Technologies and Merger Sub, including, among others, covenants by NIC regarding the conduct of its business during the pendency of the Transactions,
public disclosures and other matters. Tyler Technologies has agreed to customary covenants related to treatment of employees and their compensation and benefits after Closing, including commitments to honor compensatory arrangements in connection
with the Transactions. NIC is required, among other things, not to solicit alternative business combination transactions and, subject to certain exceptions, not to engage in discussions or negotiations regarding an alternative business combination
transaction. NIC is required to convene a meeting of its stockholders to vote on the adoption of the Merger Agreement.
NIC and Tyler Technologies are required to (i) use their respective reasonable best efforts to take all actions to consummate the Transactions, including
taking all actions necessary to obtain antitrust approval, subject to certain limitations, and (ii) cooperate in connection with their efforts to obtain antitrust approval.
Termination Rights. Both Tyler Technologies and NIC may
terminate the Merger Agreement under certain specified circumstances, including (a) if the Merger is not consummated by June 30, 2021, subject to one three month extension in order to obtain required regulatory approvals, (b) if the approval of the
NIC stockholders is not obtained, or (c) if NIC’s board makes an adverse recommendation change with respect to the proposed transaction or to enter into a superior acquisition proposal. In certain circumstances in connection with the termination of
the Merger Agreement, including if the Board changes or withdraws its recommendation of the Merger to its stockholders or terminates the Merger Agreement to enter into an agreement with respect to a “superior proposal,” NIC will be required to pay
Tyler Technologies a termination fee equal to $55.0 million in cash.
The Merger Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the
agreement. They are not intended to provide any other factual information about Tyler Technologies, NIC or their respective subsidiaries or affiliates or stockholders. The
representations, warranties, and covenants of NIC contained in the Merger Agreement were made solely for the benefit of Tyler Technologies and Merger Sub. The assertions
embodied in those representations and warranties were made solely for purposes of allocating risk among NIC, Tyler Technologies and Merger Sub rather than establishing matters of fact and may be subject to important qualifications and limitations
agreed to by NIC, Tyler Technologies, and Merger Sub in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate
or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to NIC’s filings
with the U.S. Securities and Exchange Commission (the “SEC”) or may have been used for purposes of allocating risk among NIC, Tyler Technologies, and Merger Sub rather than
establishing matters as facts. Investors should not rely on the representations, warranties, and covenants or any description thereof as characterizations of the actual state of facts of NIC or any of its subsidiaries or affiliates.
If the Merger is consummated, the Common Stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934.
This summary of the principal terms of the Merger Agreement, a copy of which is filed as
Exhibit 2.1, and incorporated herein by reference, (i) does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement and (ii) is intended to provide information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about NIC in its public reports filed with the SEC. In particular, the
Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to NIC.