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UNITED 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
Date of Report (Date of earliest event
reported): October 28, 2025
JAMF HOLDING CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
001-39399 |
82-3031543 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| |
|
|
100 Washington Ave S, Suite 900
Minneapolis, MN |
|
55401 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (612) 605-6625
Not Applicable
(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:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Common
Stock, $0.001 par value |
|
JAMF |
|
The
NASDAQ Stock Market LLC |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive
Agreement. |
Merger Agreement
As previously reported, on October 28, 2025, Jamf Holding Corp.,
a Delaware corporation (the “Company”), entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Jawbreaker Parent, Inc., a Delaware
corporation (“Parent”), and Jawbreaker Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent
and Merger Sub are affiliates of Francisco Partners Management, L.P. (“Francisco Partners”).
Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”),
with the Company surviving as a wholly owned subsidiary of Parent (the “Surviving Corporation”).
The board of directors of the Company (the “Company Board”)
has unanimously (i) determined that it is in the best interests of the Company and its shareholders, and declared it advisable, to
enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved
the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations
thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) resolved to recommend that
the Company’s shareholders adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware (the
“DGCL”); and (iv) directed that the adoption of the Merger Agreement be submitted to the Company’s shareholders
for consideration by the Company’s shareholders at a meeting thereof.
Effect on Capital Stock
Upon the terms and subject to the conditions set forth in the Merger
Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001
per share, of the Company (“Company Common Stock”) that is issued and outstanding as of immediately prior to the Effective
Time (other than any shares of Company Common Stock held by the Company as treasury stock, owned by Parent or any of its subsidiaries
(including Merger Sub), or any shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance
with the DGCL) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $13.05,
without interest thereon (the “Per Share Price”).
Representations and Warranties; Covenants
The Company, Parent and Merger Sub have each made customary representations,
warranties and covenants in the Merger Agreement. Among other things, the Company has agreed, subject to certain exceptions, from the
date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement pursuant to Article VIII of the
Merger Agreement and the Effective Time, (i) to use commercially reasonable efforts to conduct its business in all material respects
in the ordinary course of business, (ii) not to take certain actions prior to the Effective Time without the prior written consent
of the other party (not to be unreasonably withheld, conditioned or delayed) and (iii) not to solicit or engage in discussions or
negotiations with respect to any alternative business combination transaction.
Treatment of Company Equity Awards
At the Effective Time, each option to purchase shares of Company Common
Stock that is outstanding as of immediately prior to the Effective Time (a “Company Option”), will automatically, without
any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive
an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares
of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if any,
of the Per Share Price over the exercise price per share of such Company Option.
Each award of restricted stock units of the Company (a “Company
RSU”) that is vested as of immediately prior to the Effective Time or that vests in accordance with its terms as a result of
the consummation of the transactions contemplated by the Merger Agreement (a “Vested Company RSU”) will automatically,
without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to
receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Per Share
Price and (ii) the total number of shares of Company Common Stock subject to such Vested Company RSU as of immediately prior to the
Effective Time.
Each Company RSU outstanding as of immediately prior to the Effective
Time that is not a Vested Company RSU (an “Unvested Company RSU”) will automatically, without any action on the part
of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into a cash award (a “Converted Cash Award”)
with respect to an amount in cash equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company
Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time. Each Converted Cash Award will continue
to have, and will be subject to, the same terms and conditions (including vesting conditions, and accelerated vesting on specific terminations
of employment, to the extent applicable) as applied to the corresponding Unvested Company RSUs immediately prior to the Effective Time.
The Surviving Corporation or one of its subsidiaries will pay any portion of such Converted Cash Award that vests to the applicable holder,
less any applicable withholding taxes, no later than ten Business Days (as defined in the Merger Agreement) following the date on which
such portion vests.
Closing Conditions
The closing of the Merger is conditioned on certain conditions, including
(i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company
Common Stock entitled to vote at a special meeting of the Company’s shareholders (the “Requisite Shareholder Approval”),
(ii) the expiration or termination of the waiting periods applicable to the transactions contemplated by the Merger Agreement under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain other regulatory approvals, and (iii) other
customary conditions for a transaction of this type, such as the absence of any legal restraint prohibiting the consummation of the transactions
contemplated by the Merger Agreement, the accuracy of the Company’s representations and warranties contained in the Merger Agreement
(except, generally, for any inaccuracies that have not had a Company Material Adverse Effect (as defined in the Merger Agreement)) and
the absence of any Company Material Adverse Effect since the date of the Merger Agreement. The closing of the Merger will not occur prior
to November 27, 2025 without the prior written consent of Parent.
Termination Rights
The Merger Agreement contains certain customary termination rights
for the Company and Parent, including (i) if the Merger is not consummated on or before July 28, 2026 (the “Termination
Date”), (ii) if the Requisite Shareholder Approval is not obtained at a meeting of Company shareholders (or any adjournment
or postponement thereof) at which a vote is taken on the Merger, (iii) if the other party breaches its representations, warranties
or covenants in a manner that would cause the conditions to the closing of the transactions contemplated by the Merger Agreement to not
be satisfied and fails to cure such breach within the applicable cure period, or (iv) if any law, order or judgment prohibiting the
Merger has become final and non-appealable. In addition, (x) subject to compliance with certain terms of the Merger Agreement,
the Merger Agreement may be terminated by the Company (prior to obtaining the Requisite Shareholder Approval) in order to enter into a
definitive agreement providing for a Superior Proposal (as defined in the Merger Agreement) and, (y) subject to compliance with certain
terms of the Merger Agreement, the Merger Agreement may be terminated by Parent (prior to obtaining the Requisite Shareholder Approval)
if the Company Board changes its recommendation to the Company’s shareholders to vote to adopt the Merger Agreement.
Termination Fees
If (i) the Merger Agreement is validly terminated due to (x) the Effective
Time not having occurred by the Termination Date, (y) a failure to obtain the Requisite Shareholder Approval at a meeting of Company’s
shareholders, or (z) the Company breaching its representations, warranties or covenants in a manner that causes the conditions to the
closing of the transactions contemplated by the Merger Agreement to not be satisfied, (ii) prior to such termination, a third party publicly
announced or provided to the Company Board and did not withdraw a proposal for an alternative transaction for the Company, and (iii) within
12 months following such termination, the Company enters into a definitive agreement providing for an alternative transaction, the Company
will be required to pay Parent a termination fee equal to $68,080,000 (the “Company Termination Fee”). The Company
is also required to pay the Company Termination Fee if, prior to receipt of the Requisite Shareholder Approval, (i) Parent terminates
the Merger Agreement because the Company Board changes its recommendation regarding the Merger Agreement or (ii) the Company terminates
the Merger Agreement to enter into a definitive agreement providing for a Superior Proposal.
Parent will be required to pay the Company a termination fee equal
to $136,170,000 (the “Parent Termination Fee”) if (i) the Company terminates the Merger Agreement (x) due
to Parent or Merger Sub breaching its representations, warranties or covenants that causes the conditions to the closing of the transactions
contemplated by the Merger Agreement to not be satisfied, or (y) because Parent fails to consummate the Merger for three business
days after all conditions to the Merger have been satisfied or waived (subject to customary exceptions) and the Company has irrevocably
confirmed to Parent in writing that all conditions to the Merger have been satisfied or waived (subject to customary exceptions) and that
the Company is ready, willing, able and prepared to consummate the Merger, or (ii) either the Company or Parent terminates the Merger
Agreement because the Merger has not been consummated by the Termination Date and either (x) the Company would have been entitled
to terminate the Merger Agreement due to Parent or Merger Sub breaching its representations, warranties or covenants that causes the conditions
to the closing of the transactions contemplated by the Merger not to be satisfied or (y) because Parent failed to consummate the
Merger for three business days after receiving irrevocable written confirmation from the Company that all conditions to the Merger had
been satisfied or waived (subject to customary exceptions) and that the Company was ready, willing, able and prepared to consummate the
Merger.
Description of Merger Agreement Not Complete
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
by reference herein. The Merger Agreement and the above description have been included to provide information regarding the terms of the
Merger Agreement. They are not intended to provide any other factual information about the Company or Parent. The representations, warranties
and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates; were solely
for the benefit of the parties to the Merger Agreement; and may be subject to limitations agreed upon by the parties, including being
qualified and modified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual
risk between them. Investors should be aware that the representations, warranties and covenants or any description thereof may not reflect
the actual state of facts or condition of the Company or Parent. Moreover, information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Merger Agreement. Further, investors should not read the Merger Agreement in
isolation, but rather in conjunction with the other information that the Company includes in reports, statements and other filings it
makes with the U.S. Securities and Exchange Commission (the “SEC”).
Financing Commitments
Parent obtained equity and debt financing commitments for the transactions
contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger consideration
and all related fees and expenses of the Company, Parent and Merger Sub (including in connection with the debt financing described below).
Certain investment funds affiliated with Francisco Partners have committed,
pursuant to the equity commitment letter, dated October 28, 2025 (the “Equity Commitment Letter”), to capitalize Parent,
at or immediately prior to the closing of the Merger, with an aggregate equity contribution in an amount of up to $1,141,158,556, on the
terms and subject to the conditions set forth in the Equity Commitment Letter. Additionally, such funds have provided limited guarantees
in favor of the Company to guarantee, subject to certain limitations set forth in the Equity Commitment Letter, the payment of such guarantor’s
pro rata share of the obligation of Parent to pay the Parent Termination Fee, certain reimbursement obligations of Parent and Merger Sub
and the reasonable out-of-pocket fees, costs and expenses incurred by the Company in connection with any suit contemplated by, and solely
to the extent reimbursable under, the Merger Agreement and the Equity Commitment Letter.
Certain lenders party to the Debt Commitment Letter (as defined below)
(the “Lenders”) have committed to provide debt financing (the “Debt Financing”) in connection with
the Merger consisting of a term loan facility in an aggregate principal amount equal to $1,150,000,000, a delayed draw term loan facility
in an aggregate principal amount of $150,000,000, and a revolving credit facility in an aggregate principal amount equal to $150,000,000,
in each case, on the terms and subject to the conditions set forth in a commitment letter, dated October 28, 2025 (the “Debt
Commitment Letter”). The obligations of the Lenders to provide the Debt Financing under the Debt Commitment Letter are subject
to a number of conditions, including the receipt of executed loan documentation, accuracy of certain representations and warranties, consummation
of the transactions contemplated by the Merger Agreement and contribution of equity.
Voting Agreements
In connection with the execution of the Merger Agreement, on October
28, 2025, Parent and the Company entered into voting agreements (the “Voting Agreements”) with: (i) certain investment
funds affiliated with Vista Equity Partners Management, LLC and (ii) John Strosahl and Dean Hager. Under the Voting Agreements, the shareholders
party thereto have agreed to vote or execute consents with respect to all of their shares of Company Common Stock in favor of the adoption
of the Merger Agreement and approval of the Merger, subject to certain terms and conditions contained therein.
The foregoing description of the Voting Agreements is qualified in
its entirety by reference to the full texts of the Voting Agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to
this Current Report on Form 8-K, and are incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act
of 1934, as amended, including statements regarding the Merger, shareholder approvals, the expected timetable for completing the Merger,
the expected benefits of the Merger, and any other statements regarding the Company’s future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and
uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties
include, but are not limited to: failure to obtain the required vote of the Company’s shareholders in connection with the Merger;
the timing to consummate the Merger and the risk that the Merger may not be completed at all or the occurrence of any event, change, or
other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay
the other party a termination fee pursuant to the Merger Agreement; the risk that the conditions to closing of the Merger may not be satisfied
or waived; the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject
to conditions that are not anticipated; potential litigation relating to, or other unexpected costs resulting from, the Merger; legislative,
regulatory, and economic developments; risks that the Merger disrupts the Company’s current plans and operations; the risk that
certain restrictions during the pendency of the Merger may impact the Company’s ability to pursue certain business opportunities
or strategic transactions; the diversion of management’s time on transaction-related issues; continued availability of capital and
financing and rating agency actions; the risk that any announcements relating to the Merger could have adverse effects on the market price
of the Company Common Stock, credit ratings or operating results; and the risk that the Merger and its announcement could have an adverse
effect on the ability of the Company to retain and hire key personnel, to retain customers and to maintain relationships with business
partners, suppliers and customers. The Company can give no assurance that the conditions to the Merger will be satisfied, or that it will
close within the anticipated time period.
All statements, other than statements of historical fact, should be
considered forward-looking statements made in good faith by the Company, as applicable, and are intended to qualify for the safe harbor
from liability established by the Private Securities Litigation Reform Act of 1995. When used in this communication, or any other documents,
words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,”
“intend,” “objective,” “plan,” “project,” “seek,” “strategy,”
“target,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking
statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain.
Such forward-looking statements are subject to risks and uncertainties that could cause the Company’s actual results to differ materially
from those expressed or implied in the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties
that could cause the Company’s actual results to differ materially from those expressed in the forward-looking statements, are described
in greater detail under the headings “Item 1A. Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31,
2024 filed with the Securities and Exchange Commission (the “SEC”) and in the Company’s Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and any other SEC filings made by the Company. The Company cautions that these risks
and factors are not exclusive. Management cautions against putting undue reliance on forward-looking statements or projecting any future
results based on such statements or present or prior earnings levels. Forward-looking statements speak only as of the date of this communication,
and, except as required by applicable law, the Company does not undertake any obligation to update or supplement any forward-looking statements
to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date
as of which the forward-looking statements were made.
Additional Information and Where to Find It
This Current Report on Form 8-K is being made in respect of the
proposed transaction involving the Company and Francisco Partners. A meeting of the shareholders of the Company will be announced as promptly
as practicable to seek shareholder approval in connection with the Merger. The Company intends to file relevant materials with the SEC,
including preliminary and definitive proxy statements relating to the Merger. The definitive proxy statement will be mailed to the Company’s
shareholders. This Current Report on Form 8-K is not a substitute for the proxy statement or any other document that may be filed
by the Company with the SEC.
BEFORE MAKING ANY DECISION, SHAREHOLDERS ARE URGED TO CAREFULLY READ
THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at the Company’s
shareholder meeting to approve the Merger or other responses in relation to the Merger should be made only on the basis of the information
contained in the Company’s proxy statement. You will be able to obtain a free copy of the proxy statement and other related documents
(when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations
section of the Company’s website at https://ir.jamf.com.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes
only and is not intended to, and does not constitute or form part of, an offer, invitation or the solicitation of an offer or invitation
to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Participants in the Solicitation
The Company and its directors and executive officers and certain of
its employees may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with
the proposed transaction. Information regarding the Company’s directors and executive officers is set forth under the captions “Board
of Directors and Corporate Governance,” “Proposal 1—Election of Directors,” “Executive Officers,”
“Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation,”
“Director Compensation,” and “Security Ownership of Certain Beneficial Owners and Management” in the definitive
proxy statement for the Company’s 2025 Annual Meeting of Shareholders, filed with the SEC on April 29, 2025, and in the Company’s
Current Reports on Form 8-K filed with the SEC on April 29, 2025 and June 12, 2025. Additional information regarding
ownership of the Company’s securities by its directors and executive officers is included in such persons’ SEC filings on
Forms 3 and 4. These documents may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the Investor
Relations section of the Company’s website at https://ir.jamf.com. Additional information regarding the interests of participants
in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement that the Company expects
to file in connection with the proposed transaction and other relevant materials the Company may file with the SEC.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
| |
|
| 2.1 |
|
Agreement
and Plan of Merger, dated as of October 28, 2025, by and among Jamf Holding Corp., Jawbreaker Parent, Inc. and Jawbreaker
Merger Sub, Inc.* |
| |
|
| 10.1 |
|
Voting
Agreement, dated as of October 28, 2025, by and among Jamf Holding Corp., Jawbreaker Parent, Inc. and certain investment
funds affiliated with Vista Equity Partners Management, LLC. |
| |
|
|
| 10.2 |
|
Voting
Agreement, dated as of October 28, 2025, by and among Jamf Holding Corp., Jawbreaker Parent, Inc., John Strosahl and Dean
Hager. |
| |
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request. |
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 hereunto duly authorized.
| |
JAMF
HOLDING CORP. |
| |
|
| Date: October 30, 2025 |
By: |
/s/ Jeff Lendino |
| |
Name: |
Jeff Lendino |
| |
Title: |
Chief Legal Officer |
