8-KMaterial AgreementsExhibits & Filings

FAIR ISAAC CORP 8-K Report, Material Agreement (Sep 24, 2004)

Filed September 24, 2004For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced on September 24, 2004, the execution of a definitive agreement to acquire Braun Consulting, Inc. for $2.34 per share in cash. This strategic move involves FICO's wholly-owned subsidiary, HSR Acquisition, Inc., merging with Braun Consulting, Inc., with Braun surviving as a FICO subsidiary. The transaction has been approved by the boards of both companies and is subject to the approval of Braun's stockholders. This acquisition is a significant development for FICO, indicating a move to expand its business through strategic inorganic growth. Investors should note the all-cash nature of the deal, which will immediately impact FICO's cash position and leverage. The full terms of the merger agreement are detailed in the filing, and further information is expected to be provided in an accompanying press release.

Key Highlights

  • 1FICO has entered into a Merger Agreement to acquire Braun Consulting, Inc.
  • 2The acquisition price is set at $2.34 in cash per share of Braun Consulting, Inc. common stock.
  • 3The transaction is structured as a merger where FICO's subsidiary, HSR Acquisition, Inc., will merge with Braun Consulting, Inc.
  • 4Braun Consulting, Inc. will become a wholly-owned subsidiary of Fair Isaac Corporation upon completion of the merger.
  • 5The Merger Agreement has received approval from the Boards of Directors of both FICO and Braun Consulting, Inc.
  • 6The completion of the merger is contingent upon the approval of Braun Consulting, Inc.'s stockholders.
  • 7Steven J. Braun, a significant shareholder, has entered into a voting agreement to support the merger.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement entered into by Fair Isaac Corporation (FICO) for the acquisition of Braun Consulting, Inc. It outlines the key terms of the merger, including the purchase price and the structure of the transaction.

The acquisition will be an all-cash transaction, meaning FICO will pay $2.34 in cash for each outstanding share of Braun Consulting, Inc. common stock. Investors should expect this to reduce FICO's cash reserves and potentially impact its financial leverage. Specific financial details beyond the per-share price are not provided in this filing.

Yes, the merger is subject to the approval of Braun Consulting, Inc.'s stockholders. The agreement has already been approved by the respective Boards of Directors of both Fair Isaac Corporation and Braun Consulting, Inc.

The filing does not provide details on Braun Consulting, Inc.'s business operations or the strategic rationale behind the acquisition. However, the filing indicates that Braun Consulting, Inc. will become a wholly-owned subsidiary of FICO, suggesting a strategic fit or expansion of FICO's services.