Item 2.01.
|
Completion of Acquisition or Disposition of Assets
|
As previously disclosed, pursuant to the Merger Agreement, Parent and Purchaser commenced a tender offer to acquire all of the outstanding shares of common stock of the
Company, par value $0.0001 per share (the “Shares”), at an offer price of $76.00 per Share in cash (the “Offer
Price”), without interest, subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 17, 2022 (as amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase and other related materials, as each as amended or supplemented from time to time, the “Offer”).
The Offer expired at 5:00 p.m., Eastern Time, on August 15, 2022 (the “Expiration Date”) and was not extended.
According to Equiniti Trust Company, the depositary for the Offer (the “Depositary”), 41,896,678 Shares were validly tendered and not validly withdrawn, representing approximately 84% of the
issued and outstanding Shares as of the Expiration Date. As of the Expiration Date a sufficient number of Shares were validly tendered and not validly withdrawn such that the minimum tender condition to the Offer was satisfied. In addition, the
Depositary has advised, as of such time, that Notices of Guaranteed Delivery had been delivered with respect to 1,800,712 additional Shares that have not yet been “received”, as defined by Section 251(h)(6) of the General Corporation Law of the State
of Delaware (the “DGCL”), representing approximately 4% of the issued and outstanding Shares as of the Expiration Date. Each condition to the
Offer was satisfied or waived, and Purchaser irrevocably accepted for payment, on August 17, 2022, all Shares that were validly tendered and not validly withdrawn pursuant to the Offer. The Purchaser will promptly pay for all Shares accepted for
payment pursuant to the Offer.
On August 17, 2022, following consummation of the Offer, Purchaser merged with and into the Company (the “Merger”),
with the Company surviving as a wholly owned subsidiary of Parent. The Merger was governed by Section 251(h) of the DGCL, with no vote of the stockholders of the
Company required to consummate the Merger. At the Effective Time, each Share (other than (i) Shares held by the Company (or held in the Company’s treasury), (ii)
Shares held by Parent, Purchaser, or any other direct or indirect wholly owned subsidiary of Parent, (iii) Shares irrevocably accepted for purchase in the Offer and (iv) Shares held by any stockholders of the Company who have properly exercised and
perfected their appraisal rights in accordance with Section 262 of the DGCL) was automatically converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to any applicable withholding of taxes.
Each of the Company’s stock options (the “Options”) that was
outstanding as of immediately prior to the Effective Time was accelerated and became fully vested and exercisable and was cancelled and automatically converted into the right to receive cash, without interest, subject to any required withholding of taxes, in an amount equal to the product of (i) the total number of Shares underlying such fully vested Option multiplied by (ii) the excess, if any, of (x) the Offer Price over (y) the exercise price payable per Share for such Option.
Each of the Company’s restricted stock unit awards (the “RSUs”) that was outstanding as of immediately prior to the
Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive cash, without interest, subject to any required
withholding of taxes, in an amount equal to (i) the total number of Shares issuable in settlement of such RSU multiplied by (ii) the Offer Price.
Each of the Company’s performance stock unit awards (the “PSUs”) that was outstanding as of immediately prior to the
Effective Time, whether vested or unvested, was cancelled and automatically converted into the right to receive cash, without interest, subject to any required
withholding of taxes, in an amount equal to (i) either (A) in the case of any PSU granted in calendar year 2021 or in January 2022, 50% of the total number of Shares issuable in settlement of such PSU, or (B) in the case of any PSU
granted in February 2022, 100% of the total number of Shares issuable in settlement of such PSU, multiplied by (ii) the Offer Price.
Parent provided Purchaser with the necessary funds to fund the Offer and the Merger through Parent’s or its controlled affiliates’ general corporate funds.
The foregoing summary of the Offer, the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated herein by reference and attached hereto as Exhibit 2.1 to this Current Report on Form 8-K.
The information contained in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.