Form 8-K CIBER INC For: Aug 24
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E-mailUNITED 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
August 24, 2016
Date of Report (Date of earliest event reported)
CIBER, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 001-13103 | 38-2046833 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
incorporation) | ||||
6312 South Fiddler’s Green Circle, Suite 600E
Greenwood Village, Colorado, 80111
(Address of principal executive offices) (Zip code)
(303) 220-0100
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2 below):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On August 24, 2016, Ciber International B.V., (“Ciber International”) a subsidiary of Ciber, Inc. (“Ciber”) and Experis AS (“Experis”), a subsidiary of the ManpowerGroup (“ManpowerGroup”), announced that they have signed a purchase agreement (the “Agreement”) for the sale of all of the outstanding shares of Ciber Norge AS (“Ciber Norge,” and the sale, the “Ciber Norway Sale”), which operates Ciber’s business in Norway. Subject to the terms of the Agreement, Experis agreed to pay, in the aggregate, a $7.0 million (USD) cash purchase price (the “Purchase Price”), which price includes $700,000 (USD) to be held in escrow (the “Escrow Amount”), to be released in equal parts at 12 and 18 months from the closing date. The Purchase Price also is subject to a purchase price adjustment twelve months after closing with respect to the retention of certain Ciber Norge customers, which adjustment is capped at $1.75 million (USD). Ciber anticipates using the proceeds from the Ciber Norway Sale for working capital and to reduce its borrowings under its ABL Facility with Wells Fargo Bank, N.A (“Wells Fargo”) by approximately $3.0 million (USD). The Agreement also contains representations and warranties and covenants, as well as indemnification provisions customary for transactions of this nature. Completion of the transaction is subject to customary closing conditions, including the performance of covenants and the satisfaction of certain other conditions, including the receipt of applicable regulatory approvals, consent of Wells Fargo, as lender and agent under Ciber’s ABL credit facility, conclusion of due diligence by Experis, no material adverse change with respect to Ciber Norge since the date of the Agreement, and other terms as set forth the Agreement. Ciber International will continue to be involved in the full transition of the business to Experis after the closing of the transaction, which is expected to be completed in the third quarter of 2016, subject to the satisfaction of closing conditions as described above. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement to be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
On August 24, 2016, Ciber and ManpowerGroup issued a press release regarding the Agreement. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Press Release dated August 24, 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 thereunto duly authorized.
Ciber, Inc. | ||
Date: August 24, 2016 | By: | /s/ Christian Mezger |
Christian Mezger | ||
Chief Financial Officer | ||
Exhibit 99.1
ManpowerGroup Announces Acquisition of Ciber Norway
Deal Further Strengthens Experis Brand’s IT Capabilities
Oslo, Norway, August 24, 2016 – ManpowerGroup (NYSE: MAN), global leader in innovative workforce solutions, today announced an agreement with Ciber, Inc. (NYSE: CBR), a leading global information technology consulting, services and outsourcing company, to acquire its business in Norway.
The acquisition of Ciber Norway complements the organic growth of ManpowerGroup’s own professional resourcing and project-based workforce solutions arm, Experis, and will help meet growing demand in the IT sector. Ciber Norway’s business, including 130 employees, will transition over to ManpowerGroup when the deal is expected to close later this month, pending regulatory approval.
This acquisition builds on ManpowerGroup’s already strong presence in Norway. Since opening its first office there in 1952, ManpowerGroup has diversified its business across four brands—Manpower, Experis, ManpowerGroup Solutions and Right Management—now spanning thirty locations and finding work for more than 20,000 people in Norway each year. Ciber Norway brings with it ten years of IT industry expertise.
“We're pleased to announce this acquisition that continues to build on the strength of our Experis business in Norway and further accelerates our strategy to shift our business mix towards higher value and professional services.” said Maalfrid Brath, Managing Director ManpowerGroup Norway. “As clients across every sector continue to invest in rapidly changing technology and upgrade their capabilities, ManpowerGroup is well-equipped to deliver the best talent and provide in-demand skills at all levels of the IT market.”
“The sale of Norway follows our strategy to create a much more focused and simplified company as we have announced,” said Ciber President and Chief Executive Officer Michael Boustridge. "We are pleased to have found a high-quality home for our Norway business with ManpowerGroup/Experis. As a strategic buyer with local operations, we believe they will provide a seamless transition and great continuity and service to our customers and our employees.”
About ManpowerGroup
ManpowerGroup® (NYSE: MAN) is the world’s workforce expert, creating innovative workforce solutions for nearly 70 years. As workforce experts, we connect more than 600,000 people to meaningful work across a wide range of skills and industries every day. Through our ManpowerGroup family of brands – Manpower®, Experis®, Right Management® and ManpowerGroup® Solutions – we help more than 400,000 clients in 80 countries and territories address their critical talent needs, providing comprehensive solutions to resource, manage and develop talent. In 2016, ManpowerGroup was named
one of the World’s Most Ethical Companies for the sixth consecutive year and one of Fortune’s Most Admired Companies, confirming our position as the most trusted and admired brand in the industry. See how ManpowerGroup makes powering the world of work humanly possible: www.manpowergroup.com.
About Experis
Experis™ is the global leader in professional resourcing and project-based solutions. Experis accelerates organizations' growth by attracting, assessing and placing specialized expertise in IT, Finance and Engineering to deliver in-demand talent for mission-critical positions and projects, enhancing the competitiveness of the organizations and people we serve. Experis is part of the ManpowerGroup family of companies, which also includes Manpower, ManpowerGroup Solutions and Right Management. To learn more, visit www.experis.com.
About Ciber, Inc.
Ciber is a global IT consulting company with approximately 6,000 employees in North America, Europe and Asia/Pacific. Ciber partners with organizations to develop technology strategies and solutions that deliver tangible business value. Founded in 1974, the company trades on the New York Stock Exchange (NYSE: CBR). For more information, visit www.ciber.com and follow us on Twitter, LinkedIn, Facebook, Google Plus and our blog.
Forward Looking Statements
This press release contains forward-looking statements related to ManpowerGroup, Ciber Norway, and the potential benefits of the acquisition, including statements regarding timing of closing and results of the proposed transaction. Actual events or results may differ materially from those contained in the forward-looking statements due to risks, uncertainties and assumptions. These risks and uncertainties include, but are not limited to, risks associated with: ManpowerGroup's ability to successfully integrate Ciber Norway; execution of plans and strategies; the inability to successfully complete the transaction, and other important factors that could cause results of the acquisition and related transactions to differ materially from the forward-looking statements detailed in ManpowerGroup's public filings with the SEC, including its most recent Annual Report on Form 10-K. ManpowerGroup disclaims any obligation to update any forward-looking or other statements in this release, except as required by law.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to Ciber’s operations, results of operations and other matters that are based on Ciber’s current expectations, estimates, forecasts and projections. Words, such as "anticipate," "believe," "could," "expect," "estimate," "intend," "may," "opportunity," "plan," "positioned," "potential," "project," "should," and "will" and similar expressions, are intended to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are
based on assumptions as to future events that may not prove to be accurate. For a more detailed discussion of these risks, see the information under the "Risk Factors" heading in Ciber’s Annual Report on Form 10-K for the year ended December 31, 2015, and Ciber’s Quarterly Report on Form 10-Q for the three months ended June 30, 2016, and other documents filed with or furnished to the Securities and Exchange Commission. Other than as required by law, Ciber undertakes no obligation to publicly update any forward-looking statements in light of new information or future events. Readers are cautioned not to put undue reliance on forward-looking statements.
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Contact
Scott Kozak
Ciber, Global Communications, Investor and Industry Relations
303-967-1379
Sven Fossum
Communications Manager
ManpowerGroup Norway
Mobile: +47 930 24 314
E-mail: [email protected]
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