Digital River, Inc., a provider of e-commerce outsourcing, yesterday announced that it has signed an agreement to acquire Commerce5, Inc., a provider of e-commerce solutions for high-tech manufacturing and consumer electronics markets. Upon the closing of the acquisition, Commerce5 will become a wholly-owned subsidiary of Digital River.
Under the terms of the agreement, Digital River acquired Commerce5 for approximately $45 million in cash, composed of payments to stockholders of $32.4 million, plus payment of $12.6 million in liabilities. In addition, pursuant to the terms of an Inducement Equity Incentive Plan established for Commerce5 executives who will join Digital River as a result of the acquisition, a total of 87,500 restricted shares of Digital River stock will be issued to retain their services following the acquisition. These shares will vest based upon Commerce5 meeting certain performance goals. The acquisition, which is subject to certain conditions of clos
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