8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

F5, INC. 8-K Report, Acquisition Completed (May 9, 2019)

Filed May 9, 2019For Securities:FFIV

Summary

F5, Inc. (FFIV) filed this Current Report on Form 8-K on May 9, 2019, to announce the successful completion of its acquisition of Nginx, Inc. The transaction, structured as a merger, officially closed on May 8, 2019. This acquisition marks a significant strategic move for F5, integrating Nginx's leading open-source web server and related technologies into F5's portfolio. Investors should note that F5 paid approximately $670 million in cash for Nginx, subject to certain adjustments. The acquisition is expected to enhance F5's application delivery and security offerings, particularly in the rapidly evolving software and open-source landscape. The filing also includes a cautionary note regarding forward-looking statements, highlighting the potential risks and uncertainties associated with integrating the new business and the impact on future financial performance.

Key Highlights

  • 1F5, Inc. completed its acquisition of Nginx, Inc. on May 8, 2019.
  • 2The acquisition was structured as a merger, with Nginx becoming a wholly-owned subsidiary of F5.
  • 3F5 paid approximately $670 million in cash for Nginx, subject to customary adjustments.
  • 4The transaction was initially announced via a Merger Agreement on March 9, 2019.
  • 5The filing includes a press release dated May 9, 2019, announcing the closing of the acquisition.
  • 6F5 provided a cautionary note on forward-looking statements, outlining risks related to the acquisition and future performance.
  • 7The acquired Nginx capital stock and vested options were converted into cash, while unvested options and RSUs were assumed by F5 for continuing employees.

Frequently Asked Questions

This 8-K filing was made by F5, Inc. to formally announce the completion of its acquisition of Nginx, Inc., which closed on May 8, 2019. It provides details about the transaction and its closing.

F5 paid approximately $670,000,000 in cash for Nginx. This amount is subject to certain adjustments as outlined in the Merger Agreement.

The acquisition of Nginx is expected to enhance F5's application delivery networking and security solutions. Nginx is a leading open-source web server, and its integration is anticipated to strengthen F5's position in software-defined application services and expand its reach into cloud-native environments.

Yes, the filing includes a cautionary note on forward-looking statements. Risks include customer acceptance of new offerings, competitive factors, potential impacts on employee and business relationships, and the successful integration of Nginx's technology and business into F5's operations. Actual results may differ materially from projections.