Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 13, 2022, Chegg, Inc. ("Chegg") completed its previously announced
acquisition of Busuu Online S.L. ("Busuu"), a language learning company,
pursuant to the share purchase agreement, dated November 28, 2021 (the "Share
Purchase Agreement"), by and among Chegg, Chegg Holding Corporation, a Delaware
corporation and wholly owned subsidiary of Chegg ("Chegg Holding Corporation"),
Busuu, the sellers, and the other parties set forth therein.
Pursuant to the terms of the Share Purchase Agreement, Chegg Holding Corporation
acquired Busuu for approximately $436 million in cash, or €385 million, subject
to certain balance sheet adjustments and the terms and conditions of the Share
Purchase Agreement, resulting in a closing cash payment of approximately $417
million, or €368 million. There are additional deferred consideration payments
of up to $25 million, or €22 million, to be paid to certain key employees of
Busuu, subject to the continued service of each such key employee or as long as
such key employee is not a Bad Leaver (as defined in the Share Purchase
Agreement). One-third of the deferred consideration payments may become payable
on each anniversary of the closing date over a three-year period ending on
January 13, 2025.
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