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Item 1.01
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Entry into a Material Definitive Agreement.
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Merger Agreement
On January 5, 2021, F5 Networks, Inc., a Washington corporation (“F5”) entered into a Merger Agreement (the “Merger Agreement”) with Volterra, Inc., a Delaware corporation (“Volterra”), Voyager Merger Sub Corporation, a Delaware corporation and
a wholly owned subsidiary of F5 (“Merger Sub”) and Shareholder Representative Services LLC, a Delaware limited liability company, as security holder representative (the “Securityholder Representative”), pursuant to which, subject to the terms and
conditions thereof, Merger Sub will merge with and into Volterra (the “Merger”), with Volterra surviving the Merger and becoming a wholly-owned subsidiary of F5.
Subject to the terms and conditions of the Merger Agreement, upon consummation of the Merger, F5 will pay an aggregate amount of consideration worth approximately $440,000,000 in cash and approximately $60,000,000 in deferred consideration and
assumed unvested incentive compensation to founders and employees, subject to certain adjustments set forth in the Merger Agreement, for all of the shares of Volterra (excluding shares (i) owned by Volterra or any subsidiary of Volterra and (ii)
held by Volterra shareholders who perfect their dissenters’ rights with respect to the Merger) and all of the other outstanding equity securities of Volterra (the “Merger Consideration”). F5 will also assume all unvested and outstanding Volterra options, restricted stock units and restricted share awards held by continuing employees of Volterra, with restricted share awards converted into deferred cash
awards. All unvested and outstanding Volterra options and restricted stock units held by non-continuing employees of Volterra will be cancelled without consideration. All unvested and outstanding shares of Volterra restricted stock held by
non-continuing employees of Volterra will be repurchased by Volterra at the cost such non-continuing employee paid for such share of Volterra restricted stock.
The Merger Agreement contains customary representations and warranties and covenants. Additionally, upon consummation of the Merger, certain of Volterra’s former securityholders will undertake certain indemnification obligations. At the closing
of the Merger, F5 will deposit with an escrow agent $45,000,000 of the Merger Consideration to fund (i) potential payment obligations of certain former securityholders of Volterra with respect to a post-closing purchase price adjustment and (ii)
potential post-closing indemnification obligations of certain former securityholders of Volterra, on the terms and conditions set forth in the Merger Agreement and certain other terms and conditions.
The Merger Agreement and the transactions contemplated thereby, including the Merger, have been approved by the Boards of Directors of Volterra and F5, and subsequent to the execution of the Merger Agreement, by the requisite approval of the
Volterra shareholders.
The Merger is expected to close in the first calendar quarter of 2021 and is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart Scott Rodino Antitrust Improvements Act
of 1976, as amended. The Merger Agreement contains certain customary termination rights for F5 and Volterra, including the right to terminate if the Merger is not consummated on or before May 1, 2021, on the terms and conditions set forth in the
Merger Agreement.
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 attached as Exhibit 2.1 to this
Current Report on Form 8-K (the “Report”) and incorporated by reference herein.
The Merger Agreement and related description are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about F5 in its reports filed with the U.S.
Securities and Exchange Commission (the “SEC”). In particular, the Merger Agreement and related description are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to F5 or Volterra. The
representations and warranties have been negotiated with the principal purpose of not establishing matters of fact, but rather as a risk allocation method establishing the circumstances under which a party may have the right not to consummate the
Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise. As is customary, the assertions embodied in the representations and warranties made by Volterra in the Merger Agreement
are qualified by information contained in confidential disclosure schedules that Volterra has delivered to F5 in connection with the signing of the Merger Agreement. The representations and warranties also may be subject to a contractual standard
of materiality different from those generally applicable under the securities laws. Shareholders of F5 are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of F5 or Volterra. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement.