UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On April 30, 2024, Freshworks Inc. (“Freshworks” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with D42 Parent, Inc., a Delaware corporation (“Device42”), pursuant to which Freshworks, through its wholly-owned subsidiary Doppler Merger Sub, Inc., a Delaware corporation (the “Merger Sub”), will acquire all of the outstanding equity interests of Device42 for an aggregate purchase price of $230 million on a cash-free, debt-free basis, subject to customary purchase price adjustments as set forth in the Merger Agreement. The purchase price will be paid in the form of $215 million of cash and an equity rollover of $15 million by Raj Jalan and certain of his affiliates (the “Founder Group”). The equity rollover will be an exchange of common stock and options of Device42 held by the Founder Group for common stock of the Company and Company options issued pursuant to the Company’s 2021 Equity Incentive Plan. In addition, under the terms of the Merger Agreement, the Company has also agreed to allocate up to an additional $20 million in the form of the Company’s restricted stock units, issued pursuant to the Company’s 2021 Equity Incentive Plan, as retention payments to certain employees of Device42.
The Merger Agreement contains certain customary representations, warranties, covenants and indemnification provisions. Consummation of the merger is subject to satisfaction or waiver of customary closing conditions, including obtaining certain regulatory approvals. The Merger Agreement includes customary termination provisions for both Freshworks and Device42. After completion of the merger, Device42 will become a wholly-owned subsidiary of the Company.
On May 1, 2024, stockholders of Device42 holding the requisite number of shares to approve the merger under Delaware law delivered written consents adopting the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 | Agreement and Plan of Merger, dated as of April 30, 2024, by and among Freshworks Inc, Doppler Merger Sub, Inc., D42 Parent, Inc. and Shareholder Representative Services LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Freshworks Inc. | ||||||
| Dated: May 1, 2024 | ||||||
| By: | /s/ Pamela Sergeeff | |||||
| Pamela Sergeeff | ||||||
| Chief Legal Officer & General Counsel | ||||||