Report of Foreign Issuer (6-k)
August 12 2019 - 07:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of August 2019
Commission File Number: 001-36535
GLOBANT
S.A.
(Translation of registrant’s name
into English)
37A Avenue J.F. Kennedy
L-1855, Luxembourg
Tel: + 352 20 30 15 96
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
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x
Form 20-F
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¨
Form
40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
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Regulation S-T Rule 101(b)(1):
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____
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
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Regulation S-T Rule 101(b)(7):
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____
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GLOBANT S.A.
FORM 6-K
Acquisition of Belatrix Global Corporation
S.A.
On August 9, 2019, Globant S.A. (the “Company”),
through certain of its wholly-owned subsidiaries, entered into an Equity Purchase Agreement (the “Purchase Agreement”)
with the equityholders of Belatrix Global Corporation S.A., a Spanish stock company (“Belatrix”), pursuant to which
the Company purchased all of the outstanding equity interests in Belatrix and its subsidiaries (the “Acquisition”).
The transaction was simultaneously signed and closed. Belatrix is a software and applications development company with operations
in Argentina, Peru, Colombia and the United States.
Upon the closing of the Acquisition, the Company
paid USD 62,000,000 in cash to the sellers and, pursuant to the terms of the Purchase Agreement, the sellers subscribed for USD
5,000,000 of the Company’s common shares, which were valued based on the volume weighted average trading price of the Company’s
common shares during the 60-day period until two days prior to the closing date. A portion of the upfront cash consideration is
being held in escrow for potential adjustments related to working capital, accounts receivable, minimum cash and other matters.
An additional amount of USD 3,000,000 is payable to the sellers by October 31, 2020, subject to Belatrix’s achievement of
specified revenue targets for the period from August 1, 2019 through July 31, 2020, and it is subject to upwards adjustment based
on overachievement of such targets.
The Company utilized a mix of cash on hand
and borrowings under its secured revolving credit facility for the upfront cash payment. The common shares issued by the Company
in connection with the Acquisition are subject to a lock-up provision, which releases three equal portions of such shares after
six, nine and twelve months from the closing date of the Acquisition. The common shares were issued in reliance on the exemption
from registration provided by Regulation S under the Securities Act of 1933, as amended.
The information contained in this report on
Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No.
333-225731
)
and on Form S-8 (File Nos.
333-201602
,
333-211835
and
333-232022
), to be a part thereof from the date on which this report is submitted,
to the extent not superseded by documents or reports subsequently filed or furnished.
Cautionary Note Regarding Forward-Looking
Statements
Any statements contained in this Report on
Form 6-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,”
“intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar
expressions. Such statements may include, but are not limited to, statements about the Company’s acquisition, and other statements
that are not historical facts. Such statements are based upon the beliefs and expectations of the Company’s management as
of this date only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including,
without limitation, those items identified as “risk factors” in the Company’s most recently filed Annual Report
on Form 20-F. Therefore, investors are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes
no obligation to revise or publicly release the results of any revision to these forward-looking statements, whether as a result
of new information, future events or otherwise, other than as required by applicable law.
Press Release
The Company is furnishing under the cover
of this report on Form 6-K the following:
Exhibit 99.1
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Press release, dated August 12, 2019
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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, thereunto duly authorized.
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GLOBANT S.A.
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By:
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/s/ SOL MARIEL NOELLO
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Name: Sol Mariel Noello
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Title: General Counsel
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Date: August
12, 2019
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