Item 1.01
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Entry into a Material Definitive Agreement.
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On November 20, 2016, LifeLock, Inc. (the
Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Symantec Corporation (Parent) and L1116 Merger Sub, Inc., a wholly owned subsidiary of Parent (Merger Sub).
The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the
Company (the Merger), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
The Board of
Directors of the Company unanimously determined that the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of the Company and its stockholders and approved the Merger Agreement and the transactions
contemplated thereby, and unanimously resolved to recommend that the Companys stockholders vote in favor of adoption of the Merger Agreement.
Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the effective time of the Merger, each share of common stock, par
value $0.001 per share, of the Company (the Common Stock) issued and outstanding as of immediately prior to the effective time (other than shares held by (1) Parent, Merger Sub, the Company (including shares held in treasury) or
their respective subsidiaries; and (2) stockholders who have properly and validly exercised and perfected appraisal rights under Delaware law) will be cancelled and automatically converted into the right to receive cash in an amount equal to
$24.00, without interest thereon (the Per Share Amount). In addition, subject to certain exceptions, unvested option awards and unvested restricted stock unit awards will be converted (pursuant to an exchange ratio determined based on
Parents stock price at closing) into corresponding awards that are subject to shares of Parent common stock, with generally the same terms and conditions applicable to the original awards. All shares of Common Stock underlying vested option
awards and vested restricted stock unit awards will be converted into the right to receive the Per Share Amount (or, in the case of an option award, the spread between the Per Share Amount and the applicable exercise price).
Pursuant to the terms of the Merger Agreement and subject to the conditions therein, at the effective time of the Merger, each restricted stock unit and stock
option that is held by members of the Companys Board of Directors who are not employees of the Company and that are outstanding immediately prior to the closing of the Merger, shall, to the extent not already vested, become vested in full and
shall be converted into the right to receive the Per Share Amount.
Consummation of the Merger is subject to certain conditions, including (1) the
receipt of the necessary approval from the Companys stockholders; (2) the expiration or termination of any waiting periods under the Hart-Scott-Rodino Act; and (3) the absence of any law or order restraining, enjoining or otherwise
prohibiting consummation of the Merger. Each of Parents and the Companys obligation to consummate the Merger is also subject to certain additional customary conditions, including (1) subject to specific standards, the accuracy of
the representations and warranties of the other party; (2) performance in all material respects by the other party of its obligations under the Merger Agreement; and (3) in the case of Parent only, the absence of a material adverse effect with
respect to the Company.
The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants
regarding the operation of the business of the Company and its subsidiaries prior to the closing of the Merger. The Company is also subject to customary restrictions on its ability to solicit acquisition proposals from third parties and to provide
information to, and enter into discussions or negotiations with, third parties regarding alternative acquisition proposals. However, prior to the receipt of the approval of the Merger from the Companys stockholders, the solicitation
restrictions are subject to a customary fiduciary out provision that allows the Company, under certain circumstances, to provide information to, and enter into discussions or negotiations with, third parties with respect to an
acquisition proposal if the Companys Board of Directors determines in good faith that such acquisition proposal either constitutes, or is reasonably expected to lead to, a superior proposal and that the failure to do so would be reasonably
expected to be inconsistent with its fiduciary duties under applicable law.
The Merger Agreement contains certain termination rights for the Company and
Parent. The Company will be required to pay Parent a termination fee of $87.5 million if the Merger Agreement is terminated by (1) Parent if the
Companys Board of Directors withholds, withdraws, amends, qualifies or modifies, or publicly proposes to withhold, withdraw, amend, qualify or modify, its recommendation of the Merger; or
(2) the Company in connection with the Company accepting a superior proposal prior to the receipt of approval of the Merger from the Companys stockholders. The termination fee will also be payable in certain circumstances if the Merger
Agreement is terminated and prior to such termination (but after the date of the Merger Agreement) an acquisition proposal is made or renewed and publicly disclosed and within one year after such termination of the Merger Agreement, the Company
consummates an acquisition transaction or enters into a definitive agreement providing for an acquisition transaction and such acquisition transaction is subsequently consummated (whether such consummation occurs before or after the one-year
anniversary of such termination).
In connection with the execution of the Merger Agreement, Parent has entered into a form of support agreement (the
Support Agreement) with Hilary Schneider, Todd Davis, Bessemer Venture Partners and David Cowan. The Support Agreement provides that the signatories thereto will generally vote their shares of Common Stock in favor of adoption of the
Merger Agreement. The Support Agreement terminates on the earlier of the termination of the Merger Agreement in accordance with its terms and the effective time.
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed
as Exhibit 2.1, and is incorporated into this report by this reference.
The Merger Agreement contains representations and warranties by each of Parent,
Merger Sub and the Company. These representations and warranties were made solely for the benefit of the parties to the Merger Agreement and:
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should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
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may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement;
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may apply contractual standards of materiality that are different from materiality under applicable securities laws; and
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were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement.
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