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Uber Technologies, Inc 8-K Report, Unregistered Securities Sale (Feb 2, 2021)

Filed February 2, 2021For Securities:UBER

Summary

Uber Technologies, Inc. (UBER) announced on February 2, 2021, that it has entered into an Agreement and Plan of Reorganization to acquire The Drizly Group, Inc. for an aggregate consideration of $1.1 billion, subject to adjustments. This acquisition marks a significant expansion for Uber into the alcohol delivery market, a segment with substantial growth potential. The transaction is structured as a stock-for-stock merger, where Drizly shareholders will receive Uber Common Stock valued at a fixed price of $53.1570 per share. Certain Drizly shareholders, specifically unaccredited stockholders and some option holders, will receive cash in lieu of stock. Employees of Drizly who transition to Uber or its subsidiaries will have their stock options and restricted stock units assumed or substituted by Uber. This move is expected to enhance Uber's offerings and leverage its existing platform for a new, complementary service.

Key Highlights

  • 1Uber to acquire The Drizly Group, Inc. for approximately $1.1 billion in Uber Common Stock.
  • 2The acquisition targets the alcohol delivery market, a new and potentially high-growth segment for Uber.
  • 3The transaction is structured as a merger with stock consideration for Drizly shareholders.
  • 4A fixed value of $53.1570 per share of Uber Common Stock will be used for the stock consideration.
  • 5Certain Drizly shareholders and option holders may receive cash instead of Uber stock.
  • 6Drizly employees joining Uber will have their equity awards assumed or substituted.
  • 7The issuance of Uber Common Stock is being made in reliance on exemptions from registration under the Securities Act of 1933.

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