Summary
Palo Alto Networks Inc. (PANW) filed an 8-K/A amendment on December 15, 2020, to provide an update on its acquisition of Expanse. The key development reported is the closing of this acquisition on December 15, 2020, and the subsequent issuance of 1,325,958 shares of PANW common stock as consideration to certain Expanse stockholders. This transaction was structured to issue shares based on a pricing formula tied to PANW's average closing stock price around the merger agreement signing and closing dates, with specific collars. The issuance of these shares was conducted in reliance on exemptions from registration requirements under the Securities Act, specifically Section 4(a)(2) and/or Regulation D or Regulation S, as the shares were issued solely to accredited investors. Investors should note this represents a non-cash component of the acquisition consideration.
Key Highlights
- 1Palo Alto Networks (PANW) completed its acquisition of Expanse on December 15, 2020.
- 2The company issued 1,325,958 shares of its common stock as consideration for the Expanse acquisition.
- 3The share issuance was made to accredited investors in reliance on exemptions from Securities Act registration (Section 4(a)(2), Regulation D, or Regulation S).
- 4The number of shares issued was determined based on a pricing mechanism related to PANW's stock price over specific periods surrounding the merger agreement date and closing date.
- 5The filing is an amendment (8-K/A) to a previously filed 8-K, providing updated details on the closing and share issuance.
- 6This transaction adds Expanse's technology and team to Palo Alto Networks.