Item 2.01
|
Completion of Acquisition or Disposition of Assets
|
As previously reported, on January 13, 2020, Primo Water Corporation (Primo) entered into an Agreement and
Plan of Merger (the merger agreement), as amended on January 28, 2020, with Cott Corporation (Cott), Cott Holdings Inc., a wholly-owned subsidiary of Cott (Holdings), Fore Merger LLC, a wholly-owned
subsidiary of Holdings (Merger Sub), and Fore Acquisition Corporation, a wholly-owned subsidiary of Merger Sub (the Purchaser), pursuant to which Cott and the Purchaser commenced an exchange offer (the offer) to
purchase all of the outstanding shares of common stock of Primo, par value $0.001 per share, in exchange for, at the election of the holder, (i) $14.00 in cash, (ii) 1.0229 Cott common shares, no par value per share, plus cash in lieu of
any fractional Cott common share, or (iii) $5.04 in cash and 0.6549 Cott common shares, in each case, without interest and less any applicable taxes required to be deducted or withheld in respect thereof and subject to proration as described in the
merger agreement ((i), (ii), and (iii) as applicable, the transaction consideration).
The offer expired
at 5:00 p.m., New York City time, on February 28, 2020 (the expiration time). The depositary and exchange agent for the offer advised that, as of the expiration time, a total of 32,716,138 shares of Primo common stock had been
validly tendered and not properly withdrawn pursuant to the offer, which tendered shares of Primo common stock represented approximately 81.1% of the outstanding shares of Primo common stock as of the expiration time. Cott and the Purchaser accepted
for exchange all such shares of Primo common stock validly tendered and not properly withdrawn pursuant to the offer.
On
March 2, 2020, pursuant to the terms and conditions of the merger agreement, Cott completed its acquisition of Primo when (i) the Purchaser merged with and into Primo (the first merger), with Primo surviving the first merger as
a wholly-owned subsidiary of Merger Sub and (ii) immediately following the first merger, Primo merged with and into Merger Sub (the second merger and together with the first merger, the mergers), with Merger Sub being
the surviving entity as a wholly-owned subsidiary of Cott. Primo and Cott intend, for U.S. federal income tax purposes, for the offer and the mergers, taken together, to constitute a single integrated transaction that qualifies as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986.
The first
merger was governed by Section 251(h) of the Delaware General Corporation Law, with no stockholder vote required to consummate the first merger. At the effective time of the first merger, each share of Primo common stock (other than certain
dissenting, converted and cancelled shares and shares tendered into the offer and accepted by the Purchaser, but including shares paid to a holder of a vested Primo equity-based award (other than deferred stock unit awards) or Primo warrants
immediately prior to the first effective time, as described further in the merger agreement) was converted into the right to receive the transaction consideration.
The foregoing descriptions of the offer, the mergers and the merger agreement in this Item 2.01 do not purport to be
complete and are subject to and qualified in their entirety by reference to the full text of the merger agreement, a copy of which was filed as Exhibit 2.1 to Primos Current Report on Form 8-K,
filed with the Securities and Exchange Commission (the SEC) on January 13, 2020, and amendment thereto, a copy of which filed as Exhibit 2.2 to Cotts Registration Statement on Form
S-4, filed with the SEC on January 28, 2020, each of which is incorporated herein by reference.