In february 2014 Facebook Announced Its Intention To Acquire Whatsapp For $19Billion . Today , Facebook has officially completed the deal following a latest filing with America’s Security And Exchange Commission . Facebook can now be identified as the legal owner of whatsapp. The deal will see whatsapp receive $19Billion in cash and whatsapp’s CEO , Jaun Koum Will join facebook’s board and also match Mark Zuckerberg’s $1 Salary.
Part Of The Filing With Sec Reads ;
On October 6, 2014, Facebook, Inc. (the “Company”) completed its previously announced acquisition of WhatsApp Inc., a Delaware corporation (“WhatsApp”), pursuant to the terms of an Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) dated as of February 19, 2014, with Rhodium Acquisition Sub II, Inc., a Delaware corporation and wholly owned (in part directly and in part indirectly) subsidiary of the Company (“Acquirer”), Rhodium Merger Sub, Inc., a Delaware corporation, a direct wholly owned subsidiary of Acquirer (“Merger Sub”), WhatsApp, and Fortis Advisors LLC, as the stockholders’ agent.
The acquisition was accomplished by the merger of Merger Sub with and into WhatsApp (the “First Merger”), and
upon consummation of the First Merger, Merger Sub ceased to exist and WhatsApp became a wholly owned subsidiary of Acquirer. The surviving corporation of the First Merger then merged with and into Acquirer, which will continue to exist as a wholly owned (in part directly and in part indirectly) subsidiary of the Company. At the closing, all outstanding shares of WhatsApp capital stock and options to purchase WhatsApp capital stock were cancelled in exchange for an aggregate of 177,760,669 shares of the Company’s Class A common stock and approximately $4.59 billion in cash to existing WhatsApp securityholders. A portion of the aggregate consideration is being held in escrow to secure the indemnification obligations of the WhatsApp securityholders. In addition, the Company
awarded 45,941,775 restricted stock units (“RSUs”) to WhatsApp employees. On the closing date, Jan Koum, WhatsApp’s co-founder and CEO, became a member of the Company’s Board of Directors (the “Board”). The Company has entered into a registration rights agreement (the “Registration Rights Agreement”) with the stockholders of WhatsApp, the terms of which require the Company to file, following the release of the Company’s earnings report for the third quarter of 2014, a Registration Statement on Form S-3 covering the resale of the shares of the Company’s Class A common stock issued to the stockholders of WhatsApp and certain of their transferees. Except with respect to the indemnification rights provided thereunder, the Registration Rights Agreement shall terminate six months following the closing date or such earlier date when all stock registered in accordance with its terms has been sold. A copy of the Registration Rights Agreement will be filed as an exhibit to the Registration Statement on Form S-3 to be filed the Securities and Exchange Commission (the “SEC”). The Company issued the shares of Class A common stock described herein in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014.
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