AI English summary of an SEC filing — figures as filed
Gen Digital GENGen Digital said it entered into a merger agreement with MoneyLion Inc. on December 10, 2024, under which MoneyLion Class A common stock holders will receive cash of $82.00 per share, without interest, and 1 contingent value rights issued by Gen Digital as merger consideration.
Key points
AI summaryGen Digital said it entered into a merger agreement with MoneyLion Inc. on December 10, 2024, under which MoneyLion Class A common stock holders will receive cash of $82.00 per share, without interest, and 1 contingent value rights issued by Gen Digital as merger consideration.
The company said each CVR will entitle the holder to receive Gen Digital common stock worth $23.00 for each 1 CVRs, issued based on an assumed share price of $30.48. It said this applies if, on any date before the 2nd anniversary of the closing, the Average VWAP for 30 consecutive trading days is at or above $37.50, or if Gen Digital undergoes a change of control.
The company said closing of the merger is subject to conditions including approval by MoneyLion stockholders and the expiration or termination of Hart-Scott-Rodino Act waiting periods. It said the merger agreement can be terminated if the merger is not completed by September 10, 2025, and that the termination date is extended to December 10, 2025 if conditions related to regulatory approvals are not satisfied.
The company said the merger agreement includes a 45-day go-shop provision. It said MoneyLion must pay a Company Termination Fee of $41,023,051, and $20,511,525 if MoneyLion terminates the agreement to enter into a Superior Proposal on or before the start of the no-shop period.
Summary
AI-writtenAnalysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
MoneyLion Merger Consideration: $82.00 Cash and 1 CVRs
Gen Digital said it entered into a merger agreement with MoneyLion Inc. on December 10, 2024, under which MoneyLion Class A common stock holders will receive cash of $82.00 per share, without interest, and 1 contingent value rights issued by Gen Digital as merger consideration.
Source · Based on the filing body and exhibits
CVR Payment Terms and $30.48 Assumed Share Price
The company said each CVR will entitle the holder to receive Gen Digital common stock worth $23.00 for each 1 CVRs, issued based on an assumed share price of $30.48. It said this applies if, on any date before the 2nd anniversary of the closing, the Average VWAP for 30 consecutive trading days is at or above $37.50, or if Gen Digital undergoes a change of control.
Source · Based on the filing body and exhibits
Closing Conditions and Termination Date
The company said closing of the merger is subject to conditions including approval by MoneyLion stockholders and the expiration or termination of Hart-Scott-Rodino Act waiting periods. It said the merger agreement can be terminated if the merger is not completed by September 10, 2025, and that the termination date is extended to December 10, 2025 if conditions related to regulatory approvals are not satisfied.
Source · Based on the filing body and exhibits
Go-Shop Period and Termination Fee
The company said the merger agreement includes a 45-day go-shop provision. It said MoneyLion must pay a Company Termination Fee of $41,023,051, and $20,511,525 if MoneyLion terminates the agreement to enter into a Superior Proposal on or before the start of the no-shop period.
Source · Based on the filing body and exhibits
AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.
Original filing
The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.
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