Item 1.01
|
Entry into a Material Definitive Agreement.
|
Agreement and Plan of Merger
On June 26,
2019, ASV Holdings, Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement) among Yanmar America Corporation, a Georgia corporation (Parent), Osaka Merger
Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and Yanmar Co., Ltd., a company organized under the laws of Japan (Guarantor).
The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the
Company (the Merger and, collectively with the other transactions contemplated by the Merger Agreement, the Transactions), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
At the effective time of the Merger (the Effective Time), each share of common stock, par value $0.001 per share, of the Company (the
Common Stock), issued and outstanding immediately prior to the Effective Time (other than (A) shares of Common Stock held in the treasury of the Company and shares of Common Stock owned by Parent or any direct or indirect subsidiary
of Parent (including Merger Sub) which shall automatically be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto and (B) shares of Common Stock for which appraisal rights have been validly
asserted) shall be converted into the right to receive $7.05 per share in cash, without interest (the Per Share Merger Consideration). Guarantor has irrevocably and unconditionally guaranteed to the Company the due and punctual payment
and performance of (i) Parents and Merger Subs obligations under the Merger Agreement, and (ii) Parents and Merger Subs liability and obligations (including for breach) under the Merger Agreement.
At the Effective Time, any restricted stock units providing for a right to receive shares of Common Stock outstanding immediately prior to the Effective Time
that are unvested or are subject to a repurchase option, risk of forfeiture or other condition shall, as of the Effective Time, whether granted prior to the date of the Merger Agreement or granted after the date of the Merger Agreement as permitted
by the Merger Agreement, become fully vested and nonforfeitable and shall be cancelled and converted automatically into the right to receive an amount in cash equal to the product of (i) the Merger Consideration multiplied by (ii) the
total number of shares of Common Stock subject to such restricted stock units.
The Board of Directors of the Company (the Board) has
unanimously (i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable and fair to, and in the best interests of, the Companys stockholders, (ii) approved and declared advisable the Merger
Agreement and the Transactions, including the Merger, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Merger, upon the terms and subject to
the conditions set forth in the Merger Agreement, (iv) recommended that the stockholders of the Company vote to approve the Transactions, including the Merger, and adopt the Merger Agreement, and (v) directed that the adoption of the
Merger Agreement be submitted to a vote of the Companys stockholders.
The consummation of the Merger (the Closing) is subject to
certain conditions, including (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock (the Stockholder Approval), (ii) the absence of any law or order restraining, enjoining or otherwise
prohibiting the Merger and (iii) any waiting period (and any extension thereof) applicable to the consummation of the Merger under applicable foreign, federal or state antitrust, competition or fair-trade laws shall have expired or been
terminated. Each of Parents, Merger Subs, and the Companys obligation to consummate the Merger is also subject to additional customary conditions, including (x) subject to specific standards, the accuracy of the
representations and warranties of the other party, (y) performance in all material respects by the other party of its obligations under the Merger Agreement, and (z) with respect to Parents and Merger Subs obligations to
consummate the Merger, the absence of a Company Material Adverse Effect (as defined in the Merger Agreement).
The Company has made customary
representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its subsidiaries prior to the earlier of the Closing or the date that the Merger Agreement is
terminated in accordance with its terms. Each of Parent and Merger Sub has agreed to customary covenants related to treatment of employees and their compensation and benefits after Closing.