Item 1.01
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Entry into a Material Definitive Agreement.
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Introduction
On March 5, 2020, The Meet
Group, Inc., a Delaware corporation (the Company), announced that it had entered into a definitive agreement, as more fully described under Merger Agreement, to be acquired by ProSiebenSat.1 Media SEs
(ProSieben) and General Atlantic Coöperatief U.A.s (General Atlantic) joint company NCG NuCom Group SE, a European stock corporation (NuCom), through eHarmony Holding, Inc., a subsidiary of NuComs
platform company Parship Group GmbH (such subsidiary, Buyer).
Merger Agreement
On March 5, 2020, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Buyer, Holly Merger Sub, Inc., a
Delaware corporation and direct, wholly owned subsidiary of Buyer (Merger Sub), and NuCom, solely for the purpose of guaranteeing Buyers obligations under the Merger Agreement as set forth therein.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof and in accordance with Section 251 of the General Corporation
Law of the State of Delaware (DGCL), Merger Sub shall merge with and into the Company (the Merger). As a result of the Merger, the separate corporate existence of Merger Sub shall cease, the Company shall continue as the
surviving corporation in the Merger (the Surviving Corporation), and the Surviving Corporation shall become a wholly owned subsidiary of Buyer.
Subject to the provisions of the Merger Agreement, immediately prior the closing of the Merger, the parties shall file a Certificate of Merger with respect to
the Merger as contemplated by Section 251 of the DGCL, together with any required related certificates, filings or recordings, with the Secretary of State of the State of Delaware, such Merger to become effective upon the filing of the
Certificate of Merger or at such later date and time as the Company and Buyer may agree upon (the time when the Merger becomes effective, the Effective Time).
The board of directors of the Company (the Board) has unanimously approved the Merger Agreement, the Merger and the other transactions
contemplated by the Merger Agreement.
At the Effective Time, (i) all shares of common stock of the Company (Company Common Stock) that
are owned, directly or indirectly, by Buyer, the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the Effective Time shall be automatically cancelled and shall cease to exist and no consideration
shall be delivered in exchange therefor, (ii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (each, a Share) (other than shares to be cancelled in accordance with the terms of the
Merger Agreement and shares owned by holders that have exercised their appraisal rights under Delaware law) shall, at the Effective Time, be converted into the right to receive $6.30 in cash, without interest (the Per Share Merger
Consideration), payable to the holder in accordance with the terms of the Merger Agreement, less any withholding, and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to
the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. From and after the
Effective Time, all Shares converted into the right to receive the Per Share Merger Consideration shall cease to be outstanding and shall automatically be cancelled and retired.
The Merger Agreement provides that, at the Effective Time, (i) each outstanding stock option to acquire shares of Company Common Stock (each, a
Company Stock Option), whether or not then vested or exercisable, will be cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) the excess, if any, of the Per
Share Merger Consideration over the exercise price per share of such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock issuable upon the exercise of such Company Stock Option as of immediately prior to the
Effective Time, (ii) each outstanding share of restricted stock of the Company (each, a Company RSA) will fully vest and become free of restrictions or repurchase rights and the holder thereof shall then become entitled to receive a
cash payment, without interest and less applicable tax withholding, equal to the Per Share Merger Consideration, and (iii) each outstanding restricted
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