8-K
filed October 10, 2023, 7:59 PM ET
CIK 0001719489
M&A
confidence high
sentiment neutral
materiality 1.00
Kaleyra, Inc.: M&A transaction — Tata Communications completes acquisition of Kaleyra for $7.25 per share, ~$100M cash plus debt
Kaleyra, Inc.
- Each Kaleyra share converted into $7.25 cash; aggregate consideration ~$100M plus assumption of all outstanding debt.
- Kaleyra's common stock and warrants delisted from NYSE; registration terminated.
- New board: Mysore Madhusudhan (Chairman), Mauro Carobene, Troy Reynolds, Tri Pham; Carobene named CEO, Danilo Roncasaglia CFO.
- Supplemental indenture modifies 6.125% Convertible Senior Notes due 2026: upon conversion, only cash at $7.25 per share.
- Settlement with former CTO Nicola Vitto: €1,000 plus accelerated vesting of 50% unvested RSUs (12,715 RSUs).
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Troy Reynolds was appointed as Director at Kaleyra, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Following the Effective Time, Mysore Madhusudhan (as the Chairman), Mauro Carobene, Troy Reynolds and Tri Pham were appointed as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.9
Nicola Vitto resigned as Chief Product & Technology Office at Kaleyra, Inc..
- Action
- resigned
- Role
- Chief Product & Technology Office
Exact text from the filing
the Company's entry into a settlement agreement with Mr. Nicola Vitto with respect to his resignation from his position as Chief Product & Technology Office of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mauro Carobene was appointed as Director at Kaleyra, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Following the Effective Time, Mysore Madhusudhan (as the Chairman), Mauro Carobene, Troy Reynolds and Tri Pham were appointed as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Giacomo Dall'Aglio was removed as Chief Financial Officer at Kaleyra, Inc..
- Action
- removed
- Role
- Chief Financial Officer
Exact text from the filing
Giacomo Dall'Aglio was removed as the Company's Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Danilo Roncasaglia was appointed as Chief Financial Officer at Kaleyra, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Danilo Roncasaglia was appointed as Chief Financial Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Calogero was removed as Director at Kaleyra, Inc..
- Action
- removed
- Role
- Director
Exact text from the filing
Following the Effective Time, Mr. Calogero was removed as a director of the Company and terminated as an employee of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mauro Carobene was appointed as Chief Executive Officer at Kaleyra, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Mauro Carobene was appointed as Chief Executive Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mysore Madhusudhan was appointed as Chairman at Kaleyra, Inc..
- Action
- appointed
- Role
- Chairman
Exact text from the filing
Following the Effective Time, Mysore Madhusudhan (as the Chairman), Mauro Carobene, Troy Reynolds and Tri Pham were appointed as directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tri Pham was appointed as Director at Kaleyra, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Following the Effective Time, Mysore Madhusudhan (as the Chairman), Mauro Carobene, Troy Reynolds and Tri Pham were appointed as directors.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Kaleyra, Inc. underwent a change of control involving Tata Communications Limited for $7.25 (closed 2023-10-05).
- Action
- change of control
- Counterparty
- Tata Communications Limited
- Consideration
- $7.25
- Closing
- 2023-10-05
Exact text from the filing
☐ Introductory Note On October 5, 2023, Kaleyra, Inc., a Delaware corporation (the “ Company ” or “ Kaleyra ”), Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“ Tata Communications ”) and TC Delaware Technologies Inc., a Delaware corporation and wholly owned subsidiary of Tata Communications (“ Merger Sub ”), completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 28, 2023 (the “ Merger Agreement ”), by and among the Company and Tata Communications.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Kaleyra, Inc. entered into Merger Agreement with Tata Communications (effective 2023-10-10).
- Action
- entry
- Agreement
- merger
- Counterparty
- Tata Communications
- Effective
- 2023-10-10
Exact text from the filing
Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly owned subsidiary of Tata Communications.
View on SEC.gov
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