8-KMaterial AgreementsRegulation FDExhibits & Filings

INTUIT INC. 8-K Report, Material Agreement (Nov 30, 2006)

Filed November 30, 2006For Securities:INTU

Summary

Intuit Inc. (INTU) has announced a definitive agreement to acquire Digital Insight Corporation for approximately $1.35 billion in cash, on a fully diluted basis. The transaction, structured as a merger, will result in Digital Insight becoming a wholly-owned subsidiary of Intuit. This strategic move is expected to significantly enhance Intuit's offerings in the financial services technology sector. The acquisition price of $39.00 per share for Digital Insight common stock represents a substantial premium, and the deal includes the assumption of Digital Insight's outstanding stock options, with specific terms for conversion and payout for both vested and unvested options, including those held by non-employee directors. The transaction is subject to customary closing conditions, including regulatory review and approval by Digital Insight's stockholders, with no specific closing or meeting dates yet determined.

Key Highlights

  • 1Intuit Inc. to acquire Digital Insight Corporation for approximately $1.35 billion cash.
  • 2The acquisition is structured as a merger, making Digital Insight a wholly-owned subsidiary of Intuit.
  • 3The purchase price is $39.00 per share of Digital Insight common stock.
  • 4Intuit will assume and convert Digital Insight's outstanding stock options.
  • 5Specific provisions are in place for the treatment of stock options held by non-employee directors and for restricted stock.
  • 6The transaction is subject to regulatory approval and Digital Insight stockholder approval.
  • 7The merger agreement was entered into on November 29, 2006.

Frequently Asked Questions

This 8-K filing announces Intuit Inc.'s entry into a material definitive agreement to acquire Digital Insight Corporation. It provides key details about the transaction, including the purchase price, structure, and conditions for closing.

Intuit is acquiring Digital Insight for approximately $1.35 billion in cash. While the immediate financial impact would be the cash outlay and assumption of liabilities (including stock options), the long-term impact is expected to be strategic, enhancing Intuit's position in the financial technology market. Specific financial statements related to the acquisition will be provided later.

The consummation of the merger is subject to several conditions, including regulatory review, approval from Digital Insight's stockholders, and other customary closing conditions.

Intuit will assume Digital Insight's outstanding stock options (excluding those held by non-employee directors). Each assumed option will be converted into an option to purchase Intuit common stock, with the number of shares based on the $39.00 acquisition price and Intuit's average stock price. Unvested options held by non-employee directors will be accelerated and paid out in cash.