Item 7.01.
Regulation FD Disclosure.
As previously announced, on March 5, 2018, CommerceHub, Inc., a Delaware corporation (“
CommerceHub
”), entered into an Agreement and Plan of Merger (the “
Merger Agreement
”) by and among CommerceHub, Great Dane Parent, LLC, a Delaware limited liability company (“
Parent
”), and Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“
Merger Sub
”), pursuant to which Merger Sub will merge (the “
Merger
”) with and into CommerceHub, with CommerceHub continuing as the surviving corporation (the “
Surviving Corporation
”) and a wholly owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of GTCR LLC (“
GTCR
”) and Sycamore Partners Management L.P. (“
Sycamore
”).
On May 18, 2018, CommerceHub stockholders approved each of the proposals relating to the Merger that were considered at the special meeting of stockholders held at the offices of Baker Botts, L.L.P. in New York, New York (the “
Special Meeting
”), including the proposal to adopt the Merger Agreement. Following the approval of the proposal to adopt the Merger Agreement by the stockholders of CommerceHub at the Special Meeting, the Merger is expected to be completed on or about May 21, 2018, subject to the satisfaction of additional customary closing conditions.
The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Merger and the expected timetable for its completion. These statements involve risks, uncertainties, estimates and assumptions, many of which are beyond CommerceHub’s control, that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, satisfaction of the conditions to the completion of the Merger. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and CommerceHub expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any such statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. There can be no assurance that any expectation or belief expressed in a forward-looking statement will occur, and you should not place undue reliance on any forward-looking statements. Please refer to CommerceHub’s public filings with the Securities and Exchange Commission, including its Forms 10-K and 10-Q, for additional information about CommerceHub and the risks and uncertainties CommerceHub faces that may affect the forward-looking statements made in this Current Report on Form 8-K.
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