M&A: CCC Intelligent Solutions Holdings Inc.
Form Type: 8-K
Filing Date: 2025-01-07
Corporate Action: Acquisition
Type: New
Accession Number: 000119312525002624
Comments: On January 6, 2025, CCC Intelligent Solutions Holdings Inc. announced the completion of its acquisition of EvolutionIQ Inc. This acquisition was executed under a merger agreement dated December 19, 2024, involving multiple subsidiaries of CCC Intelligent Solutions. The total consideration for the acquisition included approximately $427.9 million in cash and the issuance of 26,035,603 shares of common stock. Notably, 10,356,096 shares issued to EvolutionIQ's management are subject to vesting conditions. The company also plans to file a resale registration statement within five business days of the closing date. Additionally, the filing outlines a significant amendment to their credit agreement, which includes provisions for incremental term loans amounting to $225 million to facilitate the acquisition.
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Additional details:
Date Of Report: 2025-01-06
Acquisition Target: EvolutionIQ Inc.
Cash Consideration: $427.9 million
Stock Consideration: 26,035,603 shares of Common Stock
Vesting Conditions Shares: 10,356,096 shares
Registration Statement Due: fifth business day following the Closing
Incremental Term Loans: $225 million
Form Type: 8-K
Filing Date: 2024-12-23
Corporate Action: Merger
Type: New
Accession Number: 000119312524283677
Comments: On December 19, 2024, CCC Intelligent Solutions Holdings Inc. (CCC) entered into a Merger Agreement with EvolutionIQ Inc. and various subsidiaries. The merger involves a two-step process where Merger Sub I will merge with EvolutionIQ, allowing EvolutionIQ to continue as a wholly owned subsidiary. This is followed by a second merger with Merger Sub II. The merger consideration totals $730 million, disbursed approximately 59.5% in cash and 40.5% in stock, subject to certain adjustments. The closing of this merger is contingent upon customary closing conditions, including legal approvals and shareholder consent, which have been met. The agreement includes customary representations, warranties, and outlines termination rights. Additionally, press releases related to this merger and a recently authorized share repurchase program were issued on December 20, 2024.
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Additional details:
Merger Structure: Merger Sub I will merge with EvolutionIQ, followed immediately by the merger of the surviving EvolutionIQ with Merger Sub II.
Merger Consideration: Total consideration of $730 million, consisting of approximately 59.5% in cash and 40.5% in stock.
Closing Conditions: Merger subject to customary conditions, including laws, waiting periods under antitrust regulations, and stockholder approval.
Termination Rights: Can be terminated by mutual agreement, if closing does not occur by February 6, 2025, or due to legal prohibitions.