UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2017
Guidewire Software, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35394 | 36-4468504 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1001 East Hillsdale Blvd., Suite 800
Foster City, CA 94404
(Address of principal executive offices, including zip code)
(650) 357-9100
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On February 16, 2017, Guidewire Software, Inc., a Delaware corporation (“Guidewire”), completed its previously announced acquisition of ISCS, Inc., a California corporation (“ISCS”) and wholly owned subsidiary of Power Management Group, Inc., a California corporation (“Seller”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated December 18, 2016, by and among Guidewire, ISCS, Seller, Igloo Acquisition Sub, Inc., a California corporation and wholly owned subsidiary of Guidewire (the “Merger Sub”), and Andrew Scurto and Timothy Shelton (together, the “Key Stakeholders”).
Pursuant to the Merger Agreement, the Merger Sub merged with and into ISCS, with ISCS continuing as the surviving corporation and becoming a wholly owned subsidiary of Guidewire (the “Merger”).
The aggregate consideration paid in exchange for all of the outstanding equity interests of ISCS was approximately $160 million in cash. A portion of the consideration has been placed into an escrow account as partial security to satisfy any potential claims under the indemnification obligations of the Seller and the Key Stakeholders described in the Merger Agreement.
The description of the Merger Agreement contained in this Item 2.01 is qualified in its entirety by the full text of the Merger Agreement. A copy of the Merger Agreement was previously filed as Exhibit 2.1 to Guidewire’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2016, and is incorporated herein by reference.
A copy of the press release announcing the closing of the Merger is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statement of Businesses Acquired.
(b) Pro Forma Financial Information.
The financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) have not been included in this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
(d) Exhibits.
| Exhibit No. |
Description of Exhibits | |
| 2.1* | Agreement and Plan of Merger, by and among Guidewire Software, Inc., Igloo Acquisition Sub, Inc., Power Management Group, Inc., ISCS, Inc., Andrew Scurto and Timothy Shelton dated December 16, 2016. | |
| 99.1 | Press release dated February 16, 2017, titled “Guidewire Completes Acquisition of ISCS; Announces Availability of Cloud-Based, All-in-One Solution.” | |
| * | Incorporated by reference to Exhibit 2.1 filed with registrant’s Current Report on Form 8-K, filed December 19, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 16, 2017
| GUIDEWIRE SOFTWARE, INC. | ||
| By: | /s/ Richard Hart | |
| Richard Hart | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit |
Description of Exhibits | |
| 2.1* | Agreement and Plan of Merger, by and among Guidewire Software, Inc., Igloo Acquisition Sub, Inc., Power Management Group, Inc., ISCS, Inc., Andrew Scurto and Timothy Shelton dated December 16, 2016. | |
| 99.1 | Press release dated February 16, 2017, titled “Guidewire Completes Acquisition of ISCS; Announces Availability of Cloud-Based, All-in-One Solution.” | |
| * | Incorporated by reference to Exhibit 2.1 filed with registrant’s Current Report on Form 8-K, filed December 19, 2016. |
Exhibit 99.1
GUIDEWIRE COMPLETES ACQUISITION OF ISCS; ANNOUNCES AVAILABILITY OF
CLOUD-BASED, ALL-IN-ONE SOLUTION
Guidewire InsuranceNow™, a cloud-based, all-in-one solution provides insurers the freedom to focus
on innovation and respond rapidly to market demands, even with limited IT support
FOSTER CITY, Calif., February 16, 2017 – Guidewire Software, Inc. (NYSE: GWRE), a provider of software to the Property & Casualty (P&C) insurance industry, today announced it has completed the acquisition of ISCS. The company also announced the immediate availability of Guidewire InsuranceNow™, a cloud-based, all-in-one solution that supports the P&C insurance lifecycle.
“Guidewire’s acquisition of ISCS enables it to add a proven option to the market,” said Karen Furtado, Partner, Strategy Meets Action. “It also illustrates the growing importance of the cloud with respect to the solutions that vendors are providing to the P&C market.”
“We are excited to broaden our platform with the addition of InsuranceNow,” said Anthony Lye, chief cloud officer, Guidewire. “In addition, the acquisition of ISCS offers us additional IP and experience that will help us accelerate our delivery of new cloud-based products and services.”
As an all-in-one system, InsuranceNow includes key core functionality for policy administration, billing, and claims management. It also includes data and digital functionality, such as agent access and consumer portals, document management, reinsurance, business intelligence, and producer management, within a single system.
Key InsuranceNow attributes and benefits include:
| • | Cloud-based delivery and ongoing operational support frees insurers to focus on innovation and respond rapidly to market demands, even when they have limited IT support; |
| • | Functionality that supports data and analytics and digital engagement in addition to core operations, delivering an all-in-one integrated solution and resulting in less complexity for insurers; |
| • | An integrated design and guided implementation approach for shorter project timeframes and quicker upgrades; and |
| • | A common user interface and fewer login screens that simplify the system login process, reduce training times, and improve collaboration between agents, insurers, employees, and partners. |
“InsuranceNow is ideally suited to insurers who want to better compete with modern technology but lack the IT resources and model to get there,” said Andy Scurto, former CEO and founder, ISCS and now head of products for Guidewire InsuranceNow. “Its integrated design, out-of-the-box functionality, and guided approach enable rapid implementation and quick upgrades.”
About Guidewire Software
Guidewire delivers the software that Property & Casualty (P&C) insurers need to adapt and succeed in a time of rapid industry change. We combine three elements – core operations, data and analytics, and digital engagement – into a platform that enhances insurers’ ability to engage and empower their customers and employees. More than 260 P&C insurers around the world have selected Guidewire. For more information, please visit www.guidewire.com. Follow us on twitter: @Guidewire_PandC.
Media Contact:
Diana Stott
Guidewire Software, Inc.
+1.650.356.4941
dstott@guidewire.com
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NOTE: Guidewire, Guidewire Software, Guidewire ClaimCenter, Guidewire PolicyCenter, and Guidewire BillingCenter are registered trademarks of Guidewire Software, Inc. in the United States and/or other countries.
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