On December 16, 2021, in response to a request that Company A sign a non-disclosure agreement with a standstill in advance of engaging in discussions about a potential acquisition of Resonant, Company A responded that its existing non-disclosure agreement with Resonant, entered into in 2017 for purposes of evaluating a potential commercial relationship and still in effect, was sufficient for the parties’ initial discussions, and that Company A would consider a non-disclosure agreement customary for an acquisition if it decided to continue to participate in a sale process.
Beginning on December 19, 2022, the sharing of publicly available information, as well as management’s base and upside cases, was facilitated through a virtual data room made available to Murata and its representatives, subject to the “click through” terms of access set forth on the landing page of the data room site.
On December 22, 2021, Resonant management, with representatives of Centerview in attendance, met with representatives of Company A to discuss Resonant’s technology. Following the meeting, Company A indicated its desire to conduct further due diligence and receive a product demonstration, which was scheduled for the first week of January 2022.
Also on December 22, 2021, representatives of Mizuho and Centerview discussed a financial model prepared by Resonant and reviewed the growth prospects of Resonant, Resonant’s revenue and cost drivers and a market analysis.
On December 27, 2021, Mr. Holmes met in person with a member of Company A’s management at a social function, during which they discussed Resonant’s technology and short-term and long-term market opportunity, as well as the timing of a sale process.
In late December 2021, Resonant management authorized Stubbs Alderton to prepare a draft merger agreement, structured as a tender offer followed by a merger pursuant to Section 251(h) of the DGCL, with respect to any proposed transaction.
On January 3, 2022, Company A and Resonant amended their existing non-disclosure agreement, which was entered into in 2017 for purposes of evaluating a potential commercial relationship and which remained in effect, to expand the scope of the agreement to cover a potential acquisition of Resonant and to include a 12-month standstill provision that terminates upon public announcement of a transaction such as the Merger.
On January 4, 2022, Mr. Holmes spoke by telephone with a member of Company B’s management, who informed Mr. Holmes that Company B remained interested in participating in a sale process.
Also on January 4, 2022, representatives of Centerview and Mizuho discussed Resonant’s process for exploring strategic alternatives, and Centerview informed Mizuho that it had spoken with several potential buyers on behalf of Resonant.
On January 5, 2022, representatives of Centerview held a discussion with representatives of Mizuho, who communicated Murata’s desire for a greater level of engagement and acceleration of the sale process. Representatives of Centerview indicated to representatives of Mizuho that a process letter was forthcoming that would establish a bid date in late January and that a draft merger agreement was to be made available in the virtual data room the week of January 10, 2022.
On January 6, 2022, Resonant retained Proskauer Rose LLP (“Proskauer”) as co-counsel with Stubbs Alderton in connection with the sale process.
On January 7, 2022, the Board met with senior management and representatives of Centerview, Stubbs Alderton and Proskauer to discuss the status of Centerview’s outreach to potential bidders, the due diligence process with active potential bidders, the management meetings scheduled for the following week with Company A and Company B, and the timing for submission of bids. Later that day, Centerview distributed to Murata, Company A and Company B, the three potential bidders who had signed non-disclosure agreements with Resonant, a process letter summarizing the bid process and submission deadlines, and requesting that acquisition proposals be submitted no later than January 25, 2022 and be accompanied by a mark-up of the draft merger agreement provided by Resonant in the virtual data room for this purpose.