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SUBSEQUENT EVENTS
6 Months Ended
Sep. 30, 2013
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

8.              SUBSEQUENT EVENTS

 

On October 16, 2013, the Company and Rocket Software, Inc. (the “Buyer”) entered into an Asset Purchase Agreement (the “Purchase Agreement”).  Pursuant to the terms of the Purchase Agreement, the Buyer will purchase the Company’s business dedicated to the multidimensional database management system and related connectivity products known as the MDMS family of products, including D3, mvBase, mvEnterprise and the Pick connectivity products (the “MDMS Business”), and the related underlying enterprise resource planning (“ERP”) platform required to support the MDMS Business, for a total purchase price of approximately $22 million in cash. The Purchase Agreement further provides that $2.2 million of the purchase price will be deposited at closing of the sale with a third party escrow agent for 18 months to serve as security for the Company’s indemnification obligations pursuant to the Purchase Agreement.

 

Consummation of the sale is subject to various closing conditions, including: (i) the absence of any order, decree, injunction, or law enjoining or prohibiting the sale, (ii) the accuracy of the representations and warranties made by the parties and (iii) the performance by the parties in all material respects of their covenants, obligations and agreements under the Purchase Agreement, including obtaining certain third party consents to assignment, including consent to the assignment of the lease for the Company’s facilities in Irvine, California, among others.

 

Subject to certain exceptions and limitations, either party may terminate the Purchase Agreement if the sale is not consummated by November 30, 2013.

 

In connection with the sale, the parties also agreed to enter, at closing, into several ancillary and related agreements, including a transition services agreement designed to facilitate the transition of the MDMS Business to the Buyer and minimize disruptions to the Company’s retained businesses, and an intellectual property license agreement, which will permit Buyer to use certain intellectual property owned by the Company and will permit the Company to use certain intellectual property to be owned by the Buyer following the sale.

 

Pending the close of the sale of the MDMS Business, expenses will be reduced significantly due to the associated reduction in support and engineering personnel for the MDMS Business.