GTYH GTY Technology Holdings Inc

On July 7, 2022, the Merger was consummated and, in accordance with the Merger Agreement, each share of Company common stock (the “Common Stock” and each a “Share”) issued and outstanding as of such date (other than Shares owned by the Company as treasury stock immediately prior to the Effective Time, all of which were cancelled) was automatically converted into the right to receive $6.30 in cash, without interest and subject to deduction for any required tax withholding (the “Merger Consideration”), and each former holder of such Shares ceased to have any rights with respect thereto, except the right to receive the Merger Consideration.

Each unexercised Company stock option that was outstanding immediately prior to the Effective Time with an exercise price per Share less than the Merger Consideration was automatically cancelled and converted into the right to receive the Merger Consideration less the exercise price for each underlying Share. Each outstanding and unexercised stock option with an exercise price per Share equal to or greater than the Merger Consideration was cancelled, without payment of any consideration payable therefor, and has no further force or effect.

Each performance-based restricted stock unit of the Company that was outstanding immediately prior to the Effective Time and unvested became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration for each underlying Share. Each time-based restricted stock unit of the Company (“RSU”) that was outstanding immediately prior to the Effective Time and would vest within 12 months following the Effective Time became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration for each underlying Share. Fifty percent (50%) of the remaining time-based RSUs that were outstanding immediately prior to the Effective Time (i.e., those that would not vest within 12 months following the Effective Time) became fully vested and was automatically cancelled and converted into the right to receive the Merger Consideration for each underlying Share, and the other 50% of the remaining time-based RSUs that were outstanding immediately prior to the Effective Time were automatically cancelled and converted into the right to receive cash-based awards that pay out in accordance with the vesting schedules that applied to the time-based RSUs that they replaced.

Each Class A exchangeable share of each of 1176363 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) and an indirect wholly owned subsidiary of the Company, and 1176368 B.C. Ltd., a company incorporated under the Business Corporations Act (British Columbia) and an indirect wholly owned subsidiary of the Company, was effectively redeemed and exchanged for the right to receive the Merger Consideration.

Each warrant to purchase Shares that was unexercised and outstanding immediately prior to the Effective Time automatically ceased to represent a warrant to purchase Shares and converted into the right by the holder of such warrant upon any subsequent exercise to receive the Merger Consideration, provided that the holder of such warrant that properly exercises it by August 6, 2022 will be entitled to receive an estimated Black–Scholes-based value of $0.77 per Share covered by a private placement warrant or $0.71 per Share covered by a public warrant, in each case in accordance with the terms of the warrants. The estimated Black–Scholes-based value is slightly different for the private placement warrants compared to the public warrants due to the existence of a redemption feature in the public warrants that permits the Company to redeem the warrants if the Company’s share price trades above $18.00 per share for a specified period. There is no redemption feature in the private placement warrants.

The aggregate consideration paid by Parent in the Merger was approximately $425.5 million, excluding related transaction fees and expenses. Parent funded the payment of the aggregate consideration through a combination of cash made available to Parent by cash equity contributions from funds affiliated with GI Partners and debt financing.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2022 and is incorporated herein by reference.