Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on April 7, 2016, Alliance Fiber Optic Products, Inc., a Delaware corporation (the “Company”), Corning Incorporated, a New York corporation (“Corning”), and Apricot Merger Company, a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Corning, entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for the acquisition of control of the Company by Corning at a purchase price of $18.50 per share.
Pursuant to the Merger Agreement, on April 21, 2016, Merger Sub commenced a cash tender offer (the “Offer”) to purchase all outstanding shares of the common stock, par value $0.001 per share, of the Company (the “Shares”), at a price of $18.50 per share, net to the holder thereof in cash, without interest and less any applicable withholding tax (such amount, the “Offer Price”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated April 21, 2016 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related letter of transmittal.
On June 6, 2016, Corning announced the completion of the Offer which expired at 5:00 p.m. (New York City time) on June 3, 2016. According to American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), as of the Offer expiration, a total of approximately 12,306,701 Shares were validly tendered and not properly withdrawn, representing approximately 77% of the Shares then outstanding on a fully diluted basis. On June 6, 2016, Corning announced that Merger Sub had accepted for payment in accordance with the terms of the Offer all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer. In addition, as of such date, the Depositary had received commitments to tender approximately 454,868 Shares in accordance with the guaranteed delivery procedures described in the Offer to Purchase. As a result, a change of control of the Company occurred on June 3, 2016.
Based on the per Share consideration of $18.50 and the number of Shares accepted for payment by Merger Sub, the value of the Shares purchased in connection with the Offer was approximately $236,089,026.50.
Following the acceptance of the Shares for purchase pursuant to the Offer, and pursuant to the terms and conditions of the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving as an indirect wholly owned subsidiary of Corning, on June 6, 2016 in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), which authorizes the consummation of the Merger without a vote or meeting of stockholders of the Company. At the effective time of the Merger (the “Effective Time”), each outstanding Share not tendered in the Offer (other than Shares held as treasury stock of the Company, Shares owned by Corning or any subsidiary of Corning, and Shares held by a holder who is entitled to demand and properly exercises and perfects its demand for appraisal of such Shares in time and for such Shares in accordance with Section 262 of the DGCL) was converted into the right to receive the Offer Price.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was included as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 8, 2016, and which is incorporated herein by reference.