8-KMaterial Agreements

Autodesk, Inc. 8-K Report, Material Agreement (Oct 6, 2005)

Filed October 6, 2005For Securities:ADSK

Summary

Autodesk, Inc. (ADSK) filed an 8-K on October 6, 2005, to report a significant event: the entry into a Material Definitive Agreement for the acquisition of Alias Systems Holdings Inc. This acquisition, structured as a merger where Alias will become a wholly-owned subsidiary of Autodesk, is a strategic move to expand Autodesk's operations. The total consideration for the acquisition is approximately $182 million in cash, subject to closing adjustments. A portion of this amount, around $36.4 million, will be held in escrow for two years as security against potential breaches or other specified events. The transaction has received board approval from both companies and is contingent upon Alias's stockholder approval, regulatory clearances, and standard closing conditions.

Key Highlights

  • 1Autodesk announced a definitive agreement to acquire Alias Systems Holdings Inc. for approximately $182 million in cash.
  • 2The acquisition will be structured as a merger, with Alias becoming a wholly-owned subsidiary of Autodesk.
  • 3A significant portion of the purchase price ($36.4 million) will be placed in escrow for two years.
  • 4The escrow funds will serve as security for Autodesk against potential breaches of the merger agreement.
  • 5The transaction requires approval from Alias's stockholders and regulatory bodies.
  • 6Both companies' boards of directors have approved the merger agreement.
  • 7The deal is expected to expand Autodesk's business operations through the integration of Alias.

Frequently Asked Questions

This 8-K filing reports that Autodesk, Inc. has entered into a Material Definitive Agreement to acquire Alias Systems Holdings Inc. through a merger.

The total consideration for the acquisition is approximately $182 million in cash, which is subject to adjustments based on Alias's balance sheet at the time of closing.

The acquisition is subject to the approval of Alias's stockholders, necessary regulatory approvals, and other customary closing conditions. Both companies' boards have already approved the agreement.

Approximately $36.4 million of the purchase price will be placed in escrow for two years following the closing. This escrow is intended to secure Autodesk against potential losses arising from certain breaches of representations and warranties in the merger agreement or other specified events.