M&A - BRIGHTCOVE INC
Form Type: 8-K
Filing Date: 2025-02-04
Corporate Action: Merger
Type: New
Accession Number: 000119312525019685
Filing Summary: On February 4, 2025, Brightcove Inc. completed its acquisition by Bending Spoons US Inc. as per the Agreement and Plan of Merger dated November 24, 2024. The merger resulted in Brightcove Inc. becoming a wholly-owned subsidiary of Bending Spoons. As of the closing date, each share of Brightcove’s common stock was converted into $4.45 in cash, with specific conditions for treasury shares and appraisal shares. Additionally, all commitments under the Loan and Security Agreement with Silicon Valley Bank were terminated, and outstanding obligations were paid off. The company also notified Nasdaq for delisting its shares and will file for deregistration and suspension of reporting obligations. The merger led to a change in control, with the previous directors resigning and new directors from the acquiring company appointed to the board. The company's articles of incorporation and by-laws were amended in alignment with the merger agreement.
Additional details:
Merger Effective Time: 2025-02-04
Merger Consideration: $4.45
Terminated Agreement Type: Loan and Security Agreement
Delisting Notice: Yes
New Directors: Francesco Patarnello, Douglas Marshall, Sarah Odrezin
Previous Directors Resigned: Marc DeBevoise, Diane Hessan, Kristin Frank, Gary Haroian, Scott Kurnit, Tsedal Neeley, Thomas E. Wheeler
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: Update
Accession Number: 000119312525020093
Filing Summary: On February 4, 2025, Brightcove Inc. filed a post-effective amendment to its Form S-8 registration statements as a result of its merger with Bending Spoons US Inc. The merger agreement was dated November 24, 2024, and resulted in Brightcove being a wholly-owned subsidiary of Bending Spoons. Consequently, Brightcove has terminated all offerings of its securities and filed these amendments to remove from registration any unsold securities under the registration statements filed with the SEC. The document outlines various registration numbers and stock plans associated with Brightcove.
Additional details:
Registration Number: 333-179966
Registration Number: 333-183315
Registration Number: 333-187051
Registration Number: 333-193701
Registration Number: 333-202540
Registration Number: 333-209770
Registration Number: 333-216140
Registration Number: 333-223308
Registration Number: 333-224578
Registration Number: 333-229775
Registration Number: 333-236673
Registration Number: 333-253458
Registration Number: 333-256204
Registration Number: 333-262874
Registration Number: 333-272008
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: Update
Accession Number: 000119312525020096
Filing Summary: On February 4, 2025, Brightcove Inc. completed a merger as per the Agreement and Plan of Merger dated November 24, 2024. In this transaction, Bending Spoons US Inc., Bending Spoons S.p.A., and Blossom Merger Sub Inc. were involved. As a result of the merger, Brightcove Inc. has become a wholly-owned subsidiary of Bending Spoons. Consequently, Brightcove has terminated all offerings of its securities from existing registration statements under the Securities Act of 1933. The filings related to various stock option and incentive plans are now deregistered as part of this merger process.
Additional details:
Registration Statement No: 333-179966
Registration Statement No: 333-183315
Registration Statement No: 333-187051
Registration Statement No: 333-193701
Registration Statement No: 333-202540
Registration Statement No: 333-209770
Registration Statement No: 333-216140
Registration Statement No: 333-223308
Registration Statement No: 333-224578
Registration Statement No: 333-229775
Registration Statement No: 333-236673
Registration Statement No: 333-253458
Registration Statement No: 333-256204
Registration Statement No: 333-262874
Registration Statement No: 333-272008
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: Update
Accession Number: 000119312525020099
Filing Summary: On February 4, 2025, Brightcove Inc. underwent a merger with Bending Spoons US Inc. as part of an Agreement and Plan of Merger dated November 24, 2024. Following the merger, Brightcove Inc. became a wholly-owned subsidiary of Bending Spoons. Consequently, all existing offerings of securities by Brightcove have been terminated, which includes the deregistration of any unsold securities from several registration statements under the Securities Act of 1933. Detailed information about the termination of registrations and the shares involved under various stock option and incentive plans are referenced including plans from 2004 to 2022.
Additional details:
Registration Statement No: 333-179966
Shares: 1,824,703
Registration Statement No: 333-183315
Shares: 77,100
Registration Statement No: 333-187051
Shares: 1,118,197
Registration Statement No: 333-193701
Shares: 625,000
Registration Statement No: 333-202540
Shares: 1,296,960
Registration Statement No: 333-209770
Shares: 1,312,365
Registration Statement No: 333-216140
Shares: 1,365,679
Registration Statement No: 333-223308
Shares: 1,391,474
Registration Statement No: 333-224578
Shares: 840,000
Registration Statement No: 333-229775
Shares: 1,464,655
Registration Statement No: 333-236673
Shares: 1,556,532
Registration Statement No: 333-253458
Shares: 1,600,651
Registration Statement No: 333-256204
Shares: 6,200,000
Registration Statement No: 333-262874
Shares: 800,000
Registration Statement No: 333-272008
Shares: 7,000,000
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: New
Accession Number: 000119312525020101
Filing Summary: On February 4, 2025, Brightcove Inc. underwent a merger as detailed in the Agreement and Plan of Merger dated November 24, 2024. The merger was executed with Bending Spoons US Inc., whereby Bending Spoons' wholly-owned subsidiary, Blossom Merger Sub Inc., merged with and into Brightcove Inc. As a result of this transaction, Brightcove Inc. has become a wholly-owned subsidiary of Bending Spoons. Consequently, Brightcove Inc. has terminated all offerings of securities related to its existing registration statements under the Securities Act of 1933, including multiple Registration Statements. The document serves as a post-effective amendment that deregisters all securities that remain unissued as of the date of the merger, reflecting these changes accordingly in the registration statements.
Additional details:
Registration Number: 333-179966
Registration Number: 333-183315
Registration Number: 333-187051
Registration Number: 333-193701
Registration Number: 333-202540
Registration Number: 333-209770
Registration Number: 333-216140
Registration Number: 333-223308
Registration Number: 333-224578
Registration Number: 333-229775
Registration Number: 333-236673
Registration Number: 333-253458
Registration Number: 333-256204
Registration Number: 333-262874
Registration Number: 333-272008
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: New
Accession Number: 000119312525020107
Filing Summary: On February 4, 2025, Brightcove Inc. filed a Post-Effective Amendment to Form S-8 following the completion of a merger with Bending Spoons US Inc. and its subsidiary. In accordance with the Merger Agreement dated November 24, 2024, Merger Sub merged with Brightcove Inc., resulting in Brightcove becoming a wholly-owned subsidiary of Bending Spoons. Consequently, Brightcove has terminated all offerings of its securities under existing registration statements. This amendment serves to deregister any unsold securities associated with previously filed registration statements under the Securities Act of 1933.
Additional details:
Registration Number: 333-272008
Registration Number: 333-262874
Registration Number: 333-256204
Registration Number: 333-253458
Registration Number: 333-236673
Registration Number: 333-229775
Registration Number: 333-224578
Registration Number: 333-223308
Registration Number: 333-216140
Registration Number: 333-209770
Registration Number: 333-202540
Registration Number: 333-193701
Registration Number: 333-187051
Registration Number: 333-183315
Registration Number: 333-179966
State Of Incorporation: Delaware
Irs Employer Identification Number: 20-1579162
Address Of Principal Executive Offices: 281 Summer Street, Boston, MA 02210
Ceo Name: Marc DeBevoise
Ceo Address: 281 Summer Street, Boston, MA 02210
Agent Name: Bradley C. Faris
Agent Address: 330 North Wabash Avenue, Suite 2800, Chicago, Illinois 60611
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: New
Accession Number: 000119312525020109
Filing Summary: On February 4, 2025, Brightcove Inc. completed a merger with Bending Spoons US Inc., resulting in Brightcove becoming a wholly-owned subsidiary of Bending Spoons. This merger was executed under the terms of the Merger Agreement dated November 24, 2024. Following the merger, Brightcove has terminated all offerings of its securities under existing registration statements, leading to the deregistration of all securities that remained unsold as of the date of filing. The filing serves as a post-effective amendment to remove these securities from registration in compliance with the Securities Act of 1933.
Additional details:
Registration Number: 333-179966
Registration Number: 333-183315
Registration Number: 333-187051
Registration Number: 333-193701
Registration Number: 333-202540
Registration Number: 333-209770
Registration Number: 333-216140
Registration Number: 333-223308
Registration Number: 333-224578
Registration Number: 333-229775
Registration Number: 333-236673
Registration Number: 333-253458
Registration Number: 333-256204
Registration Number: 333-262874
Registration Number: 333-272008
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: New
Accession Number: 000119312525020112
Filing Summary: On February 4, 2025, Brightcove Inc. underwent a merger with Bending Spoons US Inc., whereby Bending Spoons’ subsidiary, Blossom Merger Sub Inc., merged with and into Brightcove Inc. This merger led to Brightcove becoming a wholly-owned subsidiary of Bending Spoons. As a result of the merger, Brightcove has terminated all offerings of its securities under existing registration statements, reflecting this change in its filings. The document details multiple registration statements associated with stock incentive plans which will now be amended to deregister any unsold securities due to the termination of these offerings, in accordance with prior commitments made by the Registrant.
Additional details:
Registration Statement Number: 333-179966
Shares Reserved: 1824703
Registration Statement Number: 333-183315
Shares Reserved: 77100
Registration Statement Number: 333-187051
Shares Reserved: 1118197
Registration Statement Number: 333-193701
Shares Reserved: 625000
Registration Statement Number: 333-202540
Shares Reserved: 1296960
Registration Statement Number: 333-209770
Shares Reserved: 1312365
Registration Statement Number: 333-216140
Shares Reserved: 1365679
Registration Statement Number: 333-223308
Shares Reserved: 1391474
Registration Statement Number: 333-224578
Shares Reserved: 840000
Registration Statement Number: 333-229775
Shares Reserved: 1464655
Registration Statement Number: 333-236673
Shares Reserved: 1556532
Registration Statement Number: 333-253458
Shares Reserved: 1600651
Registration Statement Number: 333-256204
Shares Reserved: 6200000
Registration Statement Number: 333-262874
Shares Reserved: 800000
Registration Statement Number: 333-272008
Shares Reserved: 7000000
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: Update
Accession Number: 000119312525020113
Filing Summary: On February 4, 2025, Brightcove Inc. underwent a merger with Bending Spoons US Inc. under the terms of the Agreement and Plan of Merger dated November 24, 2024. Following the merger, Brightcove Inc. has become a wholly-owned subsidiary of Bending Spoons. As a consequence, all offerings of Brightcove's securities under its existing registration statements have been terminated. The document outlines the deregistration of all securities that remain unissued under the previous registration statements with the SEC, reflecting a post-effective amendment to the earlier Forms S-8 that were submitted by Brightcove.
Additional details:
Registration Statement No: 333-179966
Registration Statement No: 333-183315
Registration Statement No: 333-187051
Registration Statement No: 333-193701
Registration Statement No: 333-202540
Registration Statement No: 333-209770
Registration Statement No: 333-216140
Registration Statement No: 333-223308
Registration Statement No: 333-224578
Registration Statement No: 333-229775
Registration Statement No: 333-236673
Registration Statement No: 333-253458
Registration Statement No: 333-256204
Registration Statement No: 333-262874
Registration Statement No: 333-272008
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: Update
Accession Number: 000119312525020115
Filing Summary: On February 4, 2025, Brightcove Inc. executed a Merger Agreement with Bending Spoons US Inc., wherein Bending Spoons merged with Brightcove Inc., resulting in Brightcove becoming a wholly-owned subsidiary of Bending Spoons. Consequently, all of Brightcove's existing registration statements under the Securities Act of 1933 have been terminated, and the company has filed Post-Effective Amendments to deregister all unissued securities associated with these registration statements. This action removes from registration all securities registered but unsold under the relevant statements as of that date, signaling the conclusion of offerings previously registered.
Additional details:
Registration Statement No: 333-179966
Shares Reserved: 1,824,703
Registration Statement No: 333-183315
Shares Reserved: 77,100
Registration Statement No: 333-187051
Shares Reserved: 1,118,197
Registration Statement No: 333-193701
Shares Reserved: 625,000
Registration Statement No: 333-202540
Shares Reserved: 1,296,960
Registration Statement No: 333-209770
Shares Reserved: 1,312,365
Registration Statement No: 333-216140
Shares Reserved: 1,365,679
Registration Statement No: 333-223308
Shares Reserved: 1,391,474
Registration Statement No: 333-224578
Shares Reserved: 840,000
Registration Statement No: 333-229775
Shares Reserved: 1,464,655
Registration Statement No: 333-236673
Shares Reserved: 1,556,532
Registration Statement No: 333-253458
Shares Reserved: 1,600,651
Registration Statement No: 333-256204
Shares Reserved: 6,200,000
Registration Statement No: 333-262874
Shares Reserved: 800,000
Registration Statement No: 333-272008
Shares Reserved: 7,000,000
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: New
Accession Number: 000119312525020118
Filing Summary: On February 4, 2025, Brightcove Inc. filed a Post-Effective Amendment to Registration Statements on Form S-8 with the SEC, marking a significant corporate action. This filing is related to the merger between Brightcove Inc. and Bending Spoons US Inc. as per the Agreement and Plan of Merger dated November 24, 2024. Following the merger, Brightcove Inc. has become a wholly-owned subsidiary of Bending Spoons, and as a result, has terminated all existing offerings of its securities under the Securities Act of 1933. The filing outlines the deregistration of all securities registered but unsold under previous Registration Statements.
Additional details:
Registration Statement Number: 333-179966
Shares Registered: 1,824,703
Registration Statement Number: 333-183315
Shares Registered: 77,100
Registration Statement Number: 333-187051
Shares Registered: 1,118,197
Registration Statement Number: 333-193701
Shares Registered: 625,000
Registration Statement Number: 333-202540
Shares Registered: 1,296,960
Registration Statement Number: 333-209770
Shares Registered: 1,312,365
Registration Statement Number: 333-216140
Shares Registered: 1,365,679
Registration Statement Number: 333-223308
Shares Registered: 1,391,474
Registration Statement Number: 333-224578
Shares Registered: 840,000
Registration Statement Number: 333-229775
Shares Registered: 1,464,655
Registration Statement Number: 333-236673
Shares Registered: 1,556,532
Registration Statement Number: 333-253458
Shares Registered: 1,600,651
Registration Statement Number: 333-256204
Shares Registered: 6,200,000
Registration Statement Number: 333-262874
Shares Registered: 800,000
Registration Statement Number: 333-272008
Shares Registered: 7,000,000
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: Update
Accession Number: 000119312525020119
Filing Summary: On February 4, 2025, Brightcove Inc. announced the completion of a merger agreement with Bending Spoons US Inc. and its wholly-owned subsidiary, Blossom Merger Sub Inc. Under the terms of the merger agreement dated November 24, 2024, Blossom Merger Sub merged with and into Brightcove, resulting in Brightcove becoming a wholly-owned subsidiary of Bending Spoons. Consequently, Brightcove has terminated all existing offerings of its securities in accordance with the terms of the registration statements previously filed under the Securities Act of 1933. The document details information regarding multiple registration statements for common stock reserved for issuance under various employee stock incentive plans that have been deregistered due to this merger, indicating a clear cessation of any offerings under these prior statements.
Additional details:
Registration Statement Number: 333-179966
Shares Reserved: 1,824,703
Registration Statement Number: 333-183315
Shares Reserved: 77,100
Registration Statement Number: 333-187051
Shares Reserved: 1,118,197
Registration Statement Number: 333-193701
Shares Reserved: 625,000
Registration Statement Number: 333-202540
Shares Reserved: 1,296,960
Registration Statement Number: 333-209770
Shares Reserved: 1,312,365
Registration Statement Number: 333-216140
Shares Reserved: 1,365,679
Registration Statement Number: 333-223308
Shares Reserved: 1,391,474
Registration Statement Number: 333-224578
Shares Reserved: 840,000
Registration Statement Number: 333-229775
Shares Reserved: 1,464,655
Registration Statement Number: 333-236673
Shares Reserved: 1,556,532
Registration Statement Number: 333-253458
Shares Reserved: 1,600,651
Registration Statement Number: 333-256204
Shares Reserved: 6,200,000
Registration Statement Number: 333-262874
Shares Reserved: 800,000
Registration Statement Number: 333-272008
Shares Reserved: 7,000,000
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: New
Accession Number: 000119312525020123
Filing Summary: On February 4, 2025, Brightcove Inc. entered into a merger agreement with Bending Spoons US Inc. and its wholly-owned subsidiary, Blossom Merger Sub Inc. Under this agreement, Blossom Merger Sub merged with and into Brightcove, with Brightcove surviving as a wholly-owned subsidiary of Bending Spoons. Consequently, Brightcove has terminated all offerings of its securities under existing registration statements following the merger, and has filed Post-Effective Amendments to remove any unsold securities from registration as a result of this transition. The filing includes detailed references to multiple registration statements, all related to stock options and incentive plans that were previously established by Brightcove.
Additional details:
Registration Number: 333-179966
Registration Number: 333-183315
Registration Number: 333-187051
Registration Number: 333-193701
Registration Number: 333-202540
Registration Number: 333-209770
Registration Number: 333-216140
Registration Number: 333-223308
Registration Number: 333-224578
Registration Number: 333-229775
Registration Number: 333-236673
Registration Number: 333-253458
Registration Number: 333-256204
Registration Number: 333-262874
Registration Number: 333-272008
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: New
Accession Number: 000119312525020125
Filing Summary: On February 4, 2025, Brightcove Inc. completed a merger with Bending Spoons US Inc. According to the Agreement and Plan of Merger dated November 24, 2024, the merger involved Bending Spoons' wholly-owned subsidiary, Blossom Merger Sub Inc., merging with and into Brightcove Inc., resulting in Brightcove becoming a wholly-owned subsidiary of Bending Spoons. Following the merger, Brightcove has terminated all offerings of its securities under its existing registration statements. The company has filed Post-Effective Amendments to deregister all unused securities that were registered but unsold as of the merger date, complying with its regulatory obligations. The registration includes multiple previous filings associated with Brightcove’s stock incentive plans.
Additional details:
Registration Numbers: ["333-272008","333-262874","333-256204","333-253458","333-236673","333-229775","333-224578","333-223308","333-216140","333-209770","333-202540","333-193701","333-187051","333-183315","333-179966"]
Merger Agreement Date: 2024-11-24
Form Type: S-8 POS
Filing Date: 2025-02-04
Corporate Action: Merger
Type: Update
Accession Number: 000119312525020126
Filing Summary: On February 4, 2025, Brightcove Inc. completed a merger with Bending Spoons US Inc., resulting in Brightcove becoming a wholly-owned subsidiary of Bending Spoons. This merger was executed in accordance with the Agreement and Plan of Merger dated November 24, 2024. Following this merger, Brightcove has terminated any and all offerings of its securities under its existing registration statements, including multiple previously filed Form S-8 registration statements. The company has filed Post-Effective Amendments to remove from registration all securities that remain unissued as of this date.
Additional details:
Registration Number: 333-272008
Merger Agreement Date: 2024-11-24
Merger Sub Name: Blossom Merger Sub Inc.
Subsidiary Of: Bending Spoons
Address: 281 Summer Street Boston, MA 02210
Form Type: 8-K
Filing Date: 2025-01-30
Corporate Action: Merger
Type: New
Accession Number: 000119312525017333
Filing Summary: Brightcove Inc. held a special meeting of stockholders on January 30, 2025, where stockholders voted to adopt the Agreement and Plan of Merger with Bending Spoons US Inc., which involves merging Merger Sub into Brightcove. Stockholders representing 74.93% of the shares voted, with the merger proposal receiving 33,909,428 votes in favor, 107,428 against, and 12,076 abstentions. Additionally, a proposal regarding executive compensation in connection with the merger was also approved by 24,172,457 votes for, 9,701,261 against, and 155,214 abstentions. The document outlines the necessary steps and conditions surrounding the merger, including potential risks and uncertainties.
Additional details:
Item Name: special_meeting_date
Item Value: 2025-01-30
Item Name: merger_agreement_date
Item Value: 2024-11-24
Item Name: shares_outstanding
Item Value: 45415222
Item Name: shares_voted_for_merger
Item Value: 33909428
Item Name: shares_voted_against_merger
Item Value: 107428
Item Name: shares_abstained_merger
Item Value: 12076
Item Name: shares_voted_for_compensation
Item Value: 24172457
Item Name: shares_voted_against_compensation
Item Value: 9701261
Item Name: shares_abstained_compensation
Item Value: 155214
Form Type: 8-K
Filing Date: 2025-01-30
Corporate Action: Merger
Type: Update
Accession Number: 000119312525017339
Filing Summary: On January 30, 2025, Brightcove Inc. announced that it has received written notice from the Secretary of State indicating no further action would be taken regarding its planned merger with Bending Spoons US Inc. The merger, which will result in Brightcove Inc. becoming a wholly-owned subsidiary of Bending Spoons, is now free from antitrust and foreign direct investment law conditions. The closing of the merger is anticipated on or about February 4, 2025, assuming all remaining conditions are satisfied under the merger agreement. This follows the initial announcement and agreement made on November 24, 2024, detailing the terms of the merger and the parties involved.
Additional details:
Date Of Report: 2025-01-30
Merger Agreement Date: 2024-11-24
Merger Closing Date Estimated: 2025-02-04
Company Surviving Merger: Brightcove Inc.
Parent Company: Bending Spoons US Inc.
Merger Sub: Blossom Merger Sub Inc.
Jurisdiction Of Parent: Delaware
Form Type: 8-K
Filing Date: 2025-01-10
Corporate Action: Merger
Type: New
Accession Number: 000119312525004130
Filing Summary: On January 8, 2025, Brightcove Inc. announced that it entered into a Merger Agreement with Bending Spoons US Inc. and its subsidiary, Blossom Merger Sub Inc. The agreement stipulates that Blossom Merger Sub Inc. will merge with Brightcove, making it a wholly-owned subsidiary of Bending Spoons US Inc. This merger is contingent upon the expiration of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, which concluded on the same day. A special stockholder meeting is scheduled for January 30, 2025, to consider the adoption of the Merger Agreement. The Proxy Statement related to this meeting has been filed with the SEC and mailed to stockholders, containing critical information regarding the transaction details and risks associated with the merger.
Additional details:
Date Of Report: 2025-01-08
Merger Party: Bending Spoons US Inc.
Merger Subsidiary: Blossom Merger Sub Inc.
Hsr Waiting Period Expiration: 2025-01-08
Stockholder Meeting Date: 2025-01-30
Proxy Statement Filed: Yes
Proxy Statement Mailing Date: 2024-12-31
Form Type: DEFA14A
Filing Date: 2025-01-10
Corporate Action: Merger
Type: New
Accession Number: 000119312525004151
Filing Summary: On January 10, 2025, Brightcove Inc. filed a Proxy Statement in connection with its proposed merger with Bending Spoons US Inc. The Merger Agreement, dated November 24, 2024, outlines that a subsidiary of Bending Spoons will merge with and into Brightcove, resulting in Brightcove becoming a wholly-owned subsidiary of Bending Spoons. The expiration of the HSR Waiting Period occurred on January 8, 2025, allowing the transaction to proceed, pending the satisfaction of other customary closing conditions, including stockholder approval which will be sought at a special meeting on January 30, 2025. The document emphasizes the importance for investors and security holders to carefully read the Proxy Statement and other relevant documents that will be filed with the SEC regarding the proposed transaction. It also includes a cautionary statement regarding forward-looking statements about the potential closing of the transaction and associated risks.
Additional details:
Payment Of Filing Fee: No fee required
Merger Agreement Date: 2024-11-24
Stockholder Meeting Date: 2025-01-30
Hsr Waiting Period Expiration: 2025-01-08
Form Type: DEFM14A
Filing Date: 2024-12-31
Corporate Action: Merger
Type: New
Accession Number: 000119312524287076
Filing Summary: Brightcove Inc. is soliciting stockholder approval for a proposed merger with Bending Spoons US Inc. The Special Meeting for stockholders is scheduled on January 30, 2025, to vote on the Merger Agreement dated November 24, 2024. The merger entails Bending Spoons acquiring Brightcove, with Brightcove becoming a wholly-owned subsidiary. Stockholders will receive $4.45 in cash for each share of common stock, representing a 39% premium over its most recent trading price before the announcement of the Merger Agreement. The proposal requires a majority vote of stockholders on record as of December 26, 2024. Other proposals include approval of non-binding compensation for executive officers tied to the merger and the potential adjournment of the meeting if needed for additional votes. The Board of Directors recommends that stockholders vote 'FOR' all proposals. If the merger is completed, Brightcove will be delisted from Nasdaq and will cease filing periodic reports with the SEC.
Additional details:
Record Date: 2024-12-26
Merger Price Per Share: 4.45
Pre Merger Closing Price: 3.19
Premium Over Closing Price: 39%
Premium Over 60 Day Average: 90%
Last Practicable Closing Price: 4.36
Number Of Shares Outstanding: 45415222
Board Recommendation: FOR all proposals
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