ITEM 2.01
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Completion of Acquisition or Disposition of Assets.
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Pursuant to an Agreement and Plan
of Merger, dated as of December 1, 2015 (the
Merger Agreement
), by and among Mattson Technology, Inc., a Delaware corporation (
Mattson
or the
Company
), Beijing E-Town Dragon Semiconductor
Industry Investment Center (Limited Partnership), a PRC limited partnership (
Parent
), and Dragon Acquisition Sub, Inc., a Delaware corporation and a subsidiary of Parent (
Merger Sub
), on May 11, 2016, Merger Sub
was merged with and into the Company (the
Merger
), with the Company surviving as a subsidiary of Parent. Capitalized terms not otherwise defined herein have the meaning set forth in the Merger Agreement.
In the Merger, each share of common stock, par value $0.001 per share, of the Company (
Common Stock
) issued and outstanding
immediately prior to the effective time of the Merger (the
Effective Time
), excluding any shares owned by Mattson or any of its subsidiaries or by Parent, Merger Sub or any of their respective wholly-owned subsidiaries (all of
which were cancelled) and any shares with respect to which appraisal rights have been properly exercised under Delaware law (the
Excluded Shares
), was automatically cancelled and converted into the right to receive $3.80 in cash,
without interest (the
Merger Consideration
), subject to applicable withholding taxes.
Immediately prior to the
Effective Time, each Company Option that was outstanding, unvested and held by an employee who will continue employment with Parent or any of its subsidiaries (including the Company) after the Merger was either (i) conditioned upon receipt of an
executed Award Surrender Agreement, in the form attached as Exhibit C to the Merger Agreement, by the Company at least one business day prior to the Effective Time, converted into the right to receive an amount in cash determined by multiplying (a)
the aggregate number of shares of Common Stock represented by such Company Option immediately prior to the Effective Time by (b) the Merger Consideration, less the per share exercise price of such Company Option (the
Unvested Option
Consideration
), or (ii) assumed by the Surviving Corporation, on the same terms, conditions and vesting schedule applicable to such Company Option immediately prior to the Effective Time (an
Assumed Option
), except that
(x) the number of shares of the Surviving Corporations common stock for which such Assumed Option is exercisable equals the product (rounded down to the next whole number, with no cash paid for any fractional share eliminated by such rounding)
of the number of shares of Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time and the Exchange Ratio and (y) the per share exercise price for the shares of the Surviving Corporations
common stock issuable upon exercise of such Assumed Option equals the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of such Company Option immediately prior to the Effective Time by the Exchange
Ratio. The Unvested Option Consideration will be subject to the same vesting restrictions and continued service requirements applicable to such Company Option as were in effect immediately prior to the Effective Time, except that any portion of the
Unvested Option Consideration remaining outstanding as of December 31, 2016, will fully accelerate in full and be paid as of such date.
Immediately prior to the Effective Time, each Company restricted stock unit (a
Company
RSU
) that was outstanding and either (i) vested as of the Effective Time or (ii) held by a non-employee member of Mattsons Board of Directors was converted into the right to receive an amount in cash, without interest, equal to the
product obtained by multiplying (a) the aggregate number of shares of Common Stock subject to such Company RSU immediately prior to the Effective Time by (b) the Merger Consideration. Immediately prior to the Effective Time, all other outstanding
Company RSUs not described in the immediately preceding sentence were converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the aggregate number of shares of Common Stock subject to
such Company RSU immediately prior to the Effective Time by (y) the Merger Consideration (the
Unvested RSU Consideration
). The Unvested RSU Consideration will be subject to the same vesting restrictions and continued service
requirements applicable to such Company RSU as were in effect immediately prior to the Effective Time.
The foregoing description of the
Merger Agreement 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 filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the SEC on
December 2, 2015, which is incorporated herein by reference.
The disclosure regarding the Merger and the Merger Agreement set forth under
Item 5.01 on this Current Report on Form 8-K is incorporated by reference into this Item 2.01.