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): November 19, 2015
YODLEE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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001-36639 |
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33-0843318 |
(State or other jurisdiction
of incorporation) |
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(Commission
File No.) |
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(IRS Employer
Identification Number) |
3600 Bridge Parkway, Suite 200
Redwood City, California 94065
(Address of principal executive offices)
(650) 980-3600
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introductory Note
On November 19, 2015, pursuant to an Agreement and Plan of Merger, dated August 10, 2015 (as it may be amended from time to time, the Merger
Agreement), by and among Envestnet, Inc. (Envestnet), Yale Merger Corp. (Merger Sub) and Yodlee, Inc. (Yodlee), Yodlee completed its merger with Merger Sub, with Yodlee surviving as a wholly owned subsidiary
of Envestnet (such transaction, the Merger). Capitalized terms not defined herein shall have the meanings ascribed to them in the Merger Agreement, a copy of which is attached as Exhibit 2.1 to Yodlees Form 8-K filed
August 11, 2015 and incorporated herein by reference.
Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note
and Items 3.03, 5.01 and 5.03 is incorporated herein by reference.
At the effective time of the Merger (the Effective Time), each share of
common stock, par value $0.001 per share, of Yodlee issued and outstanding immediately prior to the Effective Time (Yodlee Common Stock) (except for (i) shares of Yodlee Common Stock as to which the holders thereof had not voted in
favor of the Merger or consented thereto in writing and had demanded appraisal for such shares in accordance with Section 262 of the Delaware General Corporation Law and had not effectively withdrawn or lost their rights to appraisal
(Dissenting Shares) and (ii) shares of Yodlee Common Stock owned by Yodlee as treasury stock or owned by Envestnet or any direct or indirect wholly owned subsidiary of Envestnet) was cancelled and converted into the right to receive
(A) $11.51 in cash (the Per Share Cash Consideration) and (B) 0.1889 of a share of validly issued, fully paid and non-assessable shares of common stock, par value $0.005 per share, of Envestnet (such shares of Envestnet,
Envestnet Common Stock and such stock consideration, the Per Share Stock Consideration).
Each vested and exercisable stock option
granted under any of Yodlees equity plans that remained outstanding as of immediately prior to the closing of the Merger (the Vested Stock Options), including options that vested as of the closing of the Merger, were exercised
immediately prior to the closing of the Merger in a cashless net exercise, with shares of Yodlee Common Stock that would otherwise be received on the exercise of such Vested Stock Option being retained by Yodlee to cover the exercise price and any
applicable tax withholding obligations and the net number of shares of Yodlee Common Stock upon such net exercise being issued to the holder of such Vested Stock Option. At the Effective Time, each such share of Yodlee Common Stock was converted
into the right to receive the Per Share Cash Consideration and Per Share Stock Consideration pursuant to the terms and conditions of the Merger Agreement.
At the Effective Time, all stock options granted pursuant to Yodlee equity plans, other than Vested Stock Options, that remained unvested and outstanding as
of immediately prior to the closing of the Merger (the Unvested Stock Options) were assumed and converted into awards of restricted shares of Envestnet Common Stock pursuant to the terms and conditions of the Merger Agreement. The
restricted shares of Envestnet Common Stock received in connection with the assumption and conversion of such Unvested Stock Option vest proportionally on the same dates and subject to the same terms and conditions generally of each applicable
Unvested Stock Option. Such restricted shares are governed by and subject to the terms of the Envestnet, Inc. 2015 Acquisition Equity Award Plan.
At the
Effective Time, all restricted stock units granted pursuant to Yodlee equity plans that remained unvested and outstanding as of immediately prior to the closing of the Merger (the Unvested RSUs) were assumed and converted into awards of
restricted shares of Envestnet Common Stock pursuant to the terms and conditions of the Merger Agreement. The restricted shares of Envestnet Common Stock received in connection with the assumption and conversion of each such Unvested RSU vest
proportionally on the same dates and subject to the same terms and conditions generally of each applicable Unvested RSU. Such restricted shares are governed by and subject to the terms of the Envestnet, Inc. 2015 Acquisition Equity Award Plan.
The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as
Exhibit 2.1 to Yodlees Form 8-K filed August 11, 2015 and incorporated herein by reference.
Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference.
On November 19, 2015, in connection with the consummation of the Merger, Yodlee notified The NASDAQ Global Select Market (NASDAQ) of the
completion of the Merger, and requested that trading in Yodlee Common Stock be suspended before the opening of the market on November 20, 2015, and that Yodlee Common Stock be withdrawn from listing on NASDAQ. Yodlee also requested that NASDAQ
file a delisting application on Form 25 with the SEC to report the delisting of Yodlee Common Stock from NASDAQ. By operation of law, the delisting will be effective 10 days following the filing of the Form 25.
Yodlee intends to file with the SEC a certification and notice of termination on Form 15 with respect to Yodlee Common Stock, requesting that Yodlee Common
Stock be deregistered under the Securities Exchange Act of 1934, as amended (the Exchange Act), and that the reporting obligations of Yodlee with respect to Yodlee Common Stock under Sections 13 and 15(d) of the Exchange Act be
suspended.
Item 3.03. |
Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note
and Item 2.01 is incorporated herein by reference.
As a result of the Merger, each share of Yodlee Common Stock (except for (i) Dissenting
Shares and (ii) shares of Yodlee Common Stock owned by Yodlee as treasury stock or owned by Envestnet or any direct or indirect wholly owned subsidiary of Envestnet) was cancelled and converted into the right to receive the Per Share Cash
Consideration and Per Share Stock Consideration. Accordingly, at the Effective Time, Yodlees stockholders immediately before the Effective Time ceased to have any rights in Yodlee as stockholders, other than their right to receive the Per
Share Cash Consideration and Per Share Stock Consideration or, with respect to stockholders holding Dissenting Shares, appraisal rights.
Item 5.01. |
Changes in Control of Registrant. |
The information set forth in the Introductory Note and Item 2.01
is incorporated herein by reference.
In connection with the Merger and at the Effective Time, a change of control of Yodlee occurred and Yodlee became a
wholly owned subsidiary of Envestnet. Envestnet funded the Per Share Cash Consideration from available balance sheet cash and borrowings under the Amended and Restated Credit Agreement, dated November 9, 2015, among Envestnet, the guarantors from
time to time party thereto, the lenders from time to time party thereto, and Bank of Montreal, as administrative agent.
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement. |
The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference.
Effective as of the Effective Time and as a result of the Merger, Anil Arora, Gayle Crowell, Bruce C. Felt, Jr., Patrick T. Hackett, William Harris, Jr. and
Mark Jung resigned as directors of Yodlee.
Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in
the Introductory Note and Item 2.01 is incorporated herein by reference.
At the Effective Time, Yodlees Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws were amended, copies of which are attached as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated herein by reference.
In connection with the consummation of the Merger, on November 19, 2015, Yodlee
issued a press release announcing the completion of the Merger, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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2.1 |
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Agreement and Plan of Merger, dated as of August 10, 2015, by and among Yodlee, Inc., Yale Merger Corp. and Envestnet, Inc. (incorporated by reference to Exhibit 2.1 of Yodlee, Inc.s Current Report on Form 8-K filed on
August 11, 2015). |
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3.1 |
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Amended and Restated Certificate of Incorporation of Yodlee, Inc. |
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3.2 |
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Amended and Restated Bylaws of Yodlee, Inc. |
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99.1 |
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Press Release of Yodlee, Inc., dated as of November 19, 2015. |
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.
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Date: November 20, 2015 |
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YODLEE, INC. |
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By: |
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/s/ MICHAEL ARMSBY |
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Michael Armsby Chief Financial
Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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2.1 |
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Agreement and Plan of Merger, dated as of August 10, 2015, by and among Yodlee, Inc., Yale Merger Corp. and Envestnet, Inc. (incorporated by reference to Exhibit 2.1 of Yodlee, Inc.s Current Report on Form 8-K filed on
August 11, 2015). |
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3.1 |
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Amended and Restated Certificate of Incorporation of Yodlee, Inc. |
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3.2 |
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Amended and Restated Bylaws of Yodlee, Inc. |
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99.1 |
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Press Release of Yodlee, Inc., dated as of November 19, 2015. |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
YODLEE, INC.
1. The name of the corporation (the Corporation) is Yodlee, Inc.
2. The address of the Corporations registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle, 19801. The name of the Corporations registered agent at such address is The Corporation Trust Company.
3. The nature of
the business or purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the DGCL).
4. The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common
stock, at $0.01 par value per share.
5. The Corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by the DGCL, the board of directors of the Corporation is expressly authorized
to make, adopt, alter, amend or repeal the By-Laws of the Corporation (the By-Laws).
7. Meetings of the stockholders
of the Corporation may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as
may be designated from time to time by the board of directors of the Corporation or in the By-Laws of the Corporation. Elections of directors of the Corporation need not be by written ballot unless the By-Laws of the Corporation shall so provide.
8. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders of the Corporation are granted subject to this reservation.
9. (a) Directors of the Corporation shall have no personal liability to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the extent now or hereafter required by law.
(b) The Corporation
shall indemnify, to the fullest extent permitted from time to time by the DGCL or any other applicable laws as presently or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation, by reason of the fact that he is or was a director or officer of the
Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the Corporation, in the discretion of the board of directors, may so
indemnify a person by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for or on behalf of the Corporation or was serving at the request of the
Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise), against any liability or expense actually and reasonably incurred by such person in respect thereof; provided, however, the
Corporation shall be required to indemnify a director or officer of the Corporation in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the board of directors of the
Corporation. Such indemnification is not exclusive of any other right to indemnification provided by law or otherwise. The right to indemnification conferred by this paragraph shall be deemed to be a contract between the Corporation and each person
referred to herein.
(c) No amendment to or repeal of the provisions of this Article 9 shall apply to or have any effect on the liability
or alleged liability of any person for or with respect to any acts or omissions of such person occurring prior to such amendments.
Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
YODLEE, INC.
ARTICLE I
OFFICES
The registered office
of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places both within and without the State of Delaware.
ARTICLE II
STOCKHOLDERS
Section 2.1 Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose
shall be held at such time and places, either within or without the State of Delaware, as shall be designated by the Board of Directors. In the absence of any such designation by the Board of Directors, each such meeting shall be held at the
principal office of the Corporation.
Section 2.2 Annual Meetings. An annual meeting of stockholders shall be held for the
purpose of electing Directors and transacting such other business as may properly be brought before the meeting. The date of the annual meeting shall be determined by the Board of Directors.
Section 2.3 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by
law, may be called by the President and shall be called by the Secretary at the direction of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote.
Section 2.4 Notice of Meetings. Written notice of each meeting of
the stockholders stating the place, date and time of the meeting shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. The notice of any special meeting of
stockholders shall state the purpose or purposes for which the meeting is called.
Section 2.5 Quorum. The holders of a
majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law.
If a quorum is not present or represented, the holders of the stock present in person or
represented by proxy at the meeting and entitled to vote thereat shall have power, by the affirmative vote of the holders of a majority of such stock, to adjourn the meeting to another time
and/or place, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been
transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 2.6 Voting. At all meetings of the stockholders, each stockholder shall be entitled
to vote, in person or by proxy, the shares of voting stock owned by such stockholder of record on the record date for the meeting. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having
voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of law or of the certificate of incorporation, a different vote is required, in
which case such express provision shall govern and control the decision of such question.
Section 2.7 Informal Action By
Stockholders. Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 3.1 General Powers. The business and affairs of the Corporation shall be managed and controlled by or under the direction
of a Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the
stockholders.
Section 3.2 Number, Qualification and Tenure. The Board of Directors shall consist of not less than one
(1) and not more than nine (9) members. Within the limits above specified, the number of Directors shall be determined from time to time by resolution of the Board of Directors. The Directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3.3 of these By-Laws, and each Director elected shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Directors need not be stockholders.
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Section 3.3 Vacancies. Vacancies and newly created directorships resulting from any
increase in the number of directors may be filled by a majority of the Directors then in office though less than a quorum, and each Director so chosen shall hold office until his successor is elected and qualified or until his earlier death,
resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by law.
Section 3.4 Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the
State of Delaware.
Section 3.5 Regular Meetings. The Board of Directors shall hold a regular meeting, to be known as the
annual meeting, immediately following each annual meeting of the stockholders. Other regular meetings of the Board of Directors shall be held at such time and at such place as shall from time to time be determined by the Board. No notice of regular
meetings need be given.
Section 3.6 Special Meetings. Special meetings of the Board may be called by the President. Special
meetings shall be called by the Secretary on the written request of any Director.
Section 3.7 Quorum. At all meetings of the
Board a majority of the total number of Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by law. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 3.8 Organization. The Chairman of the Board, if elected, shall act as
chairman at all meetings of the Board of Directors. If a Chairman of the Board is not elected or, if elected, is not present, the President (if a member of the Board) or, in the absence of the President or, if the President is not a member of the
Board, a Vice-Chairman (who is also a member of the Board and, if more than one, in the order designated by the Board of Directors or, in the absence of such designation, in the order of their election), if any, or if no such Vice-Chairman is
present, a Director chosen by a majority of the Directors present, shall act as chairman at meetings of the Board of Directors.
Section 3.9 Executive Committee. (a) The Board of Directors, by resolution adopted by a majority of the whole Board, may
designate one or more Directors to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Directors, until the next annual meeting of the Board or
until their respective successors are designated. The Board of Directors, by resolution adopted by a majority of the whole Board, may also designate additional Directors as alternate members of the Executive Committee to serve as members of the
Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. In the absence or disqualification of a member and all
alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another
Director to act at the meeting in the place of any such absent or disqualified member.
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(b) Except as expressly limited by the General Corporation Law of the State of Delaware or the
Certificate of Incorporation, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between the meetings of the Board of Directors.
The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Corporation in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of
Directors at the next meeting of the Board.
(c) Meetings of the Executive Committee may be called at any time by the Chairman of the
Board, the President or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this section, the
act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this Section, the Executive Committee shall fix its own rules of procedure.
Section 3.10 Other Committees. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one
or more other committees, each such committee to consist of one or more Directors. Except as expressly limited by the General Corporation Law of the State of Delaware or the Certificate of Incorporation, any such committee shall have and may
exercise such powers as the Board of Directors may determine and specify in the resolution designating such committee. The Board of Directors, by resolution adopted by a majority of the whole Board, also may designate one or more additional
Directors as alternate members of any such committee to replace any absent or disqualified member at any meeting of the committee, and at any time may change the membership of any committee or amend or rescind the resolution designating the
committee. In the absence or disqualification of a member or alternate member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member, provided that the Director so appointed meets any qualifications stated in the resolution designating the committee. Each committee
shall keep a record of proceedings and report the same to the Board of Directors to such extent and in such form as the Board of Directors may require. Unless otherwise provided in the resolution designating a committee, a majority of all of the
members of any such committee may select its Chairman, fix its rules or procedure, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given.
Section 3.11 Action without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action
required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
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Section 3.12 Attendance by Telephone. Members of the Board of Directors, or of any
committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting
can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
Section 3.13
Compensation. The Board of Directors shall have the authority to fix the compensation of Directors, which may include their expenses, if any, of attendance at each meeting of the Board of Directors. No member of a committee of the Board of
Directors shall receive any separate compensation for serving on, or attendance at, such committee or meetings thereof.
ARTICLE IV
OFFICERS
Section 4.1
Enumeration. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Vice President, a Treasurer and a Secretary. The Board of Directors may also elect one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem appropriate. Any number of offices may be held by the same person.
Section 4.2 Term of Office. The officers of the Corporation shall be elected at the annual meeting of the Board of Directors and
shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation required by
this Article 4 shall be filled by the Board of Directors, and any vacancy in any other office may be filled by the Board of Directors.
Section 4.3 President. The President shall be the Chief Executive Officer and Chief Operating Officer of the Corporation and shall
have such functions, authority and duties as may be prescribed by the Board of Directors.
Section 4.4 Vice President. The
Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. The Vice President shall perform such other duties and have such other
powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents, and, in that event, the
duties and power of the President shall descend to the Vice Presidents in the specified order of seniority.
Section 4.5
Secretary. The Secretary shall keep a record of all proceedings of the stockholders of the Corporation and of the Board of Directors, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause
to be given, notice, if any, of all meetings of the stockholders and shall perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary shall have custody of the corporate seal of the Corporation and the
Secretary, or in the absence of the Secretary any Assistant
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Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or an Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of the Corporation and to attest such affixing of the seal.
Section 4.6 Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order
determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretarys inability or refusal to act, perform the duties and
exercise the powers of the Secretary and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the President or the Secretary.
Section 4.7 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or
when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors,
the President or the Vice President.
Section 4.8 Assistant Treasurer. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurers inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors, the President or the Treasurer.
Section 4.9 Other Officers. Any officer who is elected or appointed from time to time by the Board of Directors and whose duties
are not specified in these By-Laws shall perform such duties and have such powers as may be prescribed from time to time by the Board of Directors or the President.
ARTICLE V
CERTIFICATES OF STOCK
Section 5.1 Form. The shares of the Corporation shall be represented by certificates; provided, however, that the Board of
Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporations stock shall be uncertificated shares. Certificates of stock in the Corporation, if any, shall be signed by or in the name
of the Corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Where a certificate is countersigned by a transfer agent, other than the
Corporation or an employee of the Corporation,
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or by a registrar, the signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary may be facsimiles. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by
the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue.
Section 5.2 Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the
Corporation to the person entitled thereto, cancel the old certificate and record the transaction on its books.
Section 5.3
Replacement. In case of the loss, destruction or theft of a certificate for any stock of the Corporation, a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation may be issued upon
satisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directors may prescribe. The Board of Directors may in its discretion require the owner of the lost, destroyed or stolen certificate, or his legal
representative, to give the Corporation a bond, in such sum and in such form and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it with respect to a certificate alleged to have
been lost, destroyed or stolen.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.1 The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the Corporation, in the discretion of the Board of Directors, may so indemnify a
person by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for or on behalf of the Corporation or was serving at the request of the Corporation
as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
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Section 6.2 The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by
reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for or on behalf of the Corporation or was serving at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 6.3 To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2 of these By-Laws, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys fees) actually and
reasonably incurred by such person in connection therewith.
Section 6.4 Any indemnification under Sections 6.1 and 6.2 of these
By-Laws (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee, agent or representative is proper in the
circumstances because he has met the applicable standard of conduct set forth in Sections 6.1 and 6.2 of these By-Laws. Such determination shall be made, with respect to a person who is a director or officer at the time of determination, (1) by
the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such
directs, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
Section 6.5 Expenses (including attorneys fees) by an officer or director incurred in defending any civil, criminal, administrative
or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount unless it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article. Such expenses (including attorneys fees) incurred by former directors and
officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.
-8-
Section 6.6 The indemnification and advancement of expenses provided by this Article 6 shall
not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such
persons official capacity and as to action in another capacity while holding such office.
Section 6.7 The Corporation may
purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, agent or representative of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or
representative of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such,
whether or not such person would be entitled to indemnity against such liability under the provisions of this Article 6.
Section 6.8
For purposes of this Article 6, references to the corporation shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect
to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
Section 6.9 For purposes of this section, references to other enterprises shall include employee benefit plans; references to
fines shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to serving at the request of the corporation shall include any service as a director, officer, employee or
agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner
such person reasonable believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a matter not opposed to the best interests of the corporation as referred to in this
Article 6.
Section 6.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
-9-
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 7.2 Corporate Seal. The corporate seal shall be in such form as may be approved from time to time by the Board of
Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
Section 7.3 Waiver of Notice. Whenever any notice is required to be given under law or the provisions of the Certificate of
Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE VIII
AMENDMENTS
These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the Board of Directors. The fact that the power to amend,
alter, repeal or adopt the By-Laws has been conferred upon the Board of Directors shall not divest the stockholders of the same powers.
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Exhibit 99.1
November 19, 2015
Envestnet Completes Acquisition of Yodlee
CHICAGO, Nov.
19, 2015 (GLOBE NEWSWIRE) Envestnet, Inc. (NYSE:ENV), a leading provider of unified wealth management technology and services to financial advisors, and Yodlee, Inc., the leading cloud-based platform driving digital financial innovation,
today announced that the acquisition, originally disclosed on August 10, 2015, has been completed.
We warmly welcome the Yodlee team to the
Envestnet family. Yodlees pioneering data aggregation solutions greatly strengthen Envestnets broadly integrated wealth management platform and solve a mission critical problem that advisors and their clients are facing today
efficient client onboarding and comprehensive planning over all of the clients assets, said Jud Bergman, Chairman and Chief Executive Officer of Envestnet. Advisors seeking solutions that will enable them to serve and add value to
their clients for their lifetime will find the combined Envestnet-Yodlee offerings to be compelling.
The entire Yodlee team is excited about
this next chapter for the combined company, said Anil Arora, Chief Executive, Envestnet|Yodlee. The combination taps Yodlees expansive ecosystem of financial institutions and financial technology innovators utilizing our
industry-leading financial data platform, APIs, and solutions to drive their continued business success and to also fuel our new combined companys strength and momentum in the wealth management space.
The completion of the acquisition follows the receipt of all necessary regulatory approvals and approval of the transaction by Yodlees stockholders,
which was obtained at a special meeting of Yodlee stockholders held on November 19, 2015.
Yodlee stockholders will receive $11.51 in cash and 0.1889
of a share of Envestnet common stock per Yodlee share. Based upon the volume weighted average price per share of Envestnet common stock for the 10 consecutive trading days ending on (and including) November 17, 2015, the second trading day
immediately prior to completion of the transaction, Yodlee stockholders will receive consideration with a value of $17.49 per share, representing fully-diluted equity value of approximately $610 million. As Yodlee has approximately $72 million in
cash and cash equivalents, the transaction reflects an enterprise value of approximately $538 million.
Envestnet will pay approximately $371 million in
cash and issue approximately 6,084,000 shares of Envestnet common stock in the transaction. Additionally, there were approximately 1,058,000 shares issued in connection with unvested employee equity awards. Envestnet is funding the cash portion of
the purchase price with available balance sheet cash and approximately $160 million of bank borrowings.
Anil Arora, CEO and a director of Yodlee is today
joining Envestnet as Chief Executive Envestnet|Yodlee and the Envestnet board, as Vice Chairman.
As a result of the completion of the transaction,
Yodlees common stock will no longer be listed for trading on the Nasdaq Global Select Market or any other securities exchange and Yodlees reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 will be
suspended.
About Envestnet
Envestnet, Inc.
(NYSE:ENV) is a leading provider of unified wealth management technology and services to investment advisors. Our open-architecture platforms unify and fortify the wealth management process, delivering unparalleled flexibility, accuracy,
performance, and value. Envestnet solutions enable the transformation of wealth management into a transparent, independent, objective, and fully-aligned standard of care, and empower advisors to deliver better outcomes.
Envestnets Advisor Suite® software empowers financial advisors to better manage client outcomes
and strengthen their practices. Envestnet provides institutional-quality research and advanced portfolio solutions through our Portfolio Management Consultants group, Envestnet | PMC®.
Envestnet | Tamarac provides leading rebalancing, reporting, and practice management software.
For more information on Envestnet, please visit
www.envestnet.com and follow @ENVintel (https://twitter.com/envintel).
Cautionary Statement Regarding Forward-Looking Statements
The forward-looking statements made in this press release and its attachments concerning, among other things,
Envestnet, Inc.s (the Company) expected financial performance and outlook, its strategic operational plans and growth strategy are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements involve risks and uncertainties and the Companys actual results could differ materially from the results expressed or implied by such forward-looking statements. Furthermore, reported results should not be considered as an
indication of future performance. The potential risks, uncertainties and other factors that could cause actual results to differ from those expressed by the forward-looking statements in this press release include, but are not limited to, difficulty
in sustaining rapid revenue growth, which may place significant demands on the Companys administrative, operational and financial resources, fluctuations in the Companys revenue, the concentration of nearly all of the Companys
revenues from the delivery of investment solutions and services to clients in the financial advisory industry, the Companys reliance on a limited number of clients for a material portion of its revenue, the renegotiation of fee percentages or
termination of the Companys services by its clients, the Companys ability to identify potential acquisition candidates, complete acquisitions and successfully integrate acquired companies, the impact of market and economic conditions on
the Companys revenues, compliance failures, regulatory actions against the Company, the failure to protect the Companys intellectual property rights, the Companys inability to successfully execute the conversion of its
clients assets from their technology platform to the Companys technology platform in a timely and accurate manner, general economic conditions, changes to the Companys previously reported financial information as a result of
political and regulatory conditions, as well as managements response to these factors. More information regarding these and other risks, uncertainties and factors is contained in the Companys filings with the Securities and Exchange
Commission (SEC) which are available on the SECs website at www.sec.gov or the Companys Investor Relations website at http://ir.envestnet.com/. You are cautioned not to unduly rely on these forward-looking
statements, which speak only as of the date of this press release. All information in this press release is as of the date hereof and, unless required by law, the Company undertakes no obligation to publicly revise any forward-looking statement to
reflect circumstances or events after the date of this press release or to report the occurrence of unanticipated events.
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CONTACT: |
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Investors: |
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Investor Relations |
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Investor.relations@envestnet.com |
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(312) 827-3940 |
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Public Relations: |
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Dana Taormina |
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JCPR |
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(973) 850-7305 |
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dtaormina@jcprinc.com |
Source: Yodlee
News Provided
by Acquire Media
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