Item 2.01
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Completion of Acquisition or Disposition of Assets.
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The information set forth in the Introductory Note and under Items 3.03, 5.01, 5.02, 5.03 and 8.01 is incorporated herein by reference into
this Item 2.01.
On August 20, 2018, the Investor Group completed its previously announced acquisition of the Company. Pursuant to
the Merger Agreement, Merger Sub merged with and into the Company on August 20, 2018, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
As a result of the Merger, at the effective time of the Merger (the
Effective Time
), each share of common stock, $0.01 par
value, of the Company (
Company Common Stock
) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by the Company, Merger Sub, Parent, or any of their respective direct or
indirect wholly-owned subsidiaries, in each case not held on behalf of third parties, and shares of Company Common Stock owned by stockholders of the Company who have properly demanded and not withdrawn a demand for, or lost their right to,
appraisal rights under Delaware law) was converted into the right to receive $23.04 in cash, without interest (the
Merger Consideration
).
At the Effective Time, each outstanding vested option (or vested portion thereof) to purchase shares of Company Common Stock (a
Vested Company Option
) was cancelled and converted into the right to receive (without interest), no later than three business days after the Effective Time, an amount in cash equal to the product of (x) the total number of
shares of Company Common Stock subject to such Vested Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of Company Common
Stock of such Vested Company Option, less withholding taxes.
At the Effective Time, each outstanding unvested option (or unvested portion
thereof) to purchase shares of Company Common Stock (an
Unvested Company Option
and, together with the Vested Company Options, the
Company Options
) under the Companys stock plans was cancelled and
converted into a cash award, based on its spread value as described in the following sentence, that remains subject to the same vesting schedule that applied immediately prior to the Effective Time. The converted cash value of each Unvested Company
Option is the amount (without interest) equal to the product of (x) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of
(A) the Merger Consideration over (B) the exercise price per share of Company Common Stock of such Unvested Company Option, less withholding taxes. All Company Options with an exercise price per share greater than or equal to the Merger
Consideration were cancelled for no consideration or payment.
At the Effective Time, each outstanding restricted stock unit subject only
to service-based vesting conditions (a
Company RSU
) under the Companys stock plans was cancelled and converted into the right to receive an amount in cash (without interest) equal to the number of shares of Company Common
Stock subject to such Company RSU multiplied by the Merger Consideration, less withholding taxes, and otherwise remains subject to the same vesting schedule that applied immediately prior to the Effective Time.
At the Effective Time, each outstanding restricted stock unit subject to performance-based vesting conditions (a
Company
P-RSU
) under the Companys stock plans was cancelled and converted into the right to receive an amount in cash (without interest) equal to the number of shares of Company Common Stock subject to such
Company
P-RSU
immediately prior to the Effective Time based on the actual performance through the Effective Time multiplied by the Merger Consideration, less withholding taxes, and otherwise remains subject to
the same vesting schedule that applied immediately prior to the Effective Time.
At the Effective Time, each outstanding deferred stock
unit of the Company (a
Company DSU
) under the Companys Director Deferred Compensation Plan was cancelled and converted into the right to receive (without interest), no later than three business days after the Effective Time,
an amount in cash equal to the number of shares of Company Common Stock subject to such Company DSU multiplied by the Merger Consideration, less withholding taxes.
The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and entirely qualified by reference to the
full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Companys Current Report on Form
8-K
filed with the SEC on April 9, 2018.