If the Merger is consummated, the Companys Common Stock will be delisted from the
NASDAQ Stock Market and deregistered under the Securities Exchange Act of 1934 (the Exchange Act).
Conditions to the Merger and
Closing
Completion of the Merger is subject to customary closing conditions, including (1) the adoption of the Merger
Agreement by a majority of the holders of the outstanding shares of Common Stock, (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
HSR Act), and the approval of the Merger under the antitrust and foreign investment laws of other specified jurisdictions, (3) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the
date of the Merger Agreement and (4) other customary closing conditions. The parties expect the transaction to close in the first half of 2020, subject to the receipt of regulatory and stockholder approvals. The completion of the Merger is not
subject to a financing condition.
Go Shop; No Solicitation
During the period from November 12, 2019 and continuing until 11:59 p.m. (New York time) on December 9, 2019 (the Go Shop
Period), the Company has the right to, among other things, (1) solicit, initiate, propose or induce the making, submission or announcement of, or encourage, facilitate or assist, any proposal or offer that would constitute, or would
reasonably be expected to lead to, an alternative acquisition proposal and (2) provide information (including nonpublic information and data) relating to the Company and afford access to the business properties, assets, books, records or other
nonpublic information, or to any personnel of the Company to a party pursuant to an acceptable confidentiality agreement.
From and after
December 10, 2019, the Company must comply with customary non-solicitation restrictions.
Subject to certain customary fiduciary out exceptions, the Board is required to recommend that the Companys stockholders
adopt the Merger Agreement. The Board may not change its recommendation, adopt an alternative acquisition proposal, or fail to recommend the transaction within five business days of Parents written request (Change of
Recommendation). However, the Company may, before the Company Stockholder Approval (as defined in the Merger Agreement) is obtained, make a Change of Recommendation in connection with a Company Superior Proposal or Intervening Event (each,
as defined the Merger Agreement) if the Company complies with certain notice and other requirements set forth in the Merger Agreement, including the payment of the applicable Company Termination Fee (as defined in the Merger Agreement).
Termination and Fees
Either the
Company or Parent may terminate the Merger Agreement in certain circumstances, including if (1) the Merger is not completed by August 12, 2020, subject to certain limitations (in each case as set forth in the Merger Agreement), (2) the
Companys stockholders fail to adopt the Merger Agreement, (3) a governmental authority of competent jurisdiction has issued a final non-appealable governmental order prohibiting the Merger and
(4) the other party materially breaches its representations, warranties or covenants in the Merger Agreement, subject in certain cases, to the right of the breaching party to cure the breach. Parent and the Company may also terminate the Merger
Agreement by mutual written consent.
The Company is also entitled to terminate the Merger Agreement, and receive a termination fee of
$283,260,000 from Parent if (1) Merger Sub fails to consummate the Merger following the completion of a marketing period for Parents debt financing and satisfaction or waiver of certain closing conditions or (2) if Parent or Merger
Sub otherwise breaches its obligations under the Merger Agreement such that conditions to the consummation of the Merger cannot be satisfied and such breach is the primary reason for the failure of the Closing to be consummated.
If the Merger Agreement is terminated because (1) before receipt of the Company Stockholder Approval, the Board makes a Change of
Recommendation or the Company willfully and materially breaches its non-solicit covenant, (2) the Company accepts a Company Superior Proposal, or (3) the Merger has not closed by August 12, 2020
and (a) an acquirer publicly announced an alternative acquisition proposal after the date of the Merger