Item 2.01. Completion of Acquisition or Disposition of Assets.
The Offer and withdrawal rights expired one minute after 11:59 p.m., New York City time, on December 13, 2017 (such date and
time, the Expiration Time). American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the Depositary), advised that, as of the Expiration Time, 15,249,164 Shares (excluding Shares with respect to
which Notices of Guaranteed Delivery were delivered) had been validly tendered and not properly withdrawn pursuant to the Offer, which represented approximately 77.0% of the outstanding Shares as of the expiration of the Offer and a sufficient
number of Shares such that the minimum tender condition to the Offer was satisfied. In addition, the Depositary advised that Notices of Guaranteed Delivery have been delivered with respect to 263,136 additional Shares, representing approximately
1.3% of the outstanding Shares as of the expiration of the Offer. All other conditions to the Offer were also satisfied as of the expiration of the Offer. As a result, Purchaser has accepted for payment all Shares that were validly tendered and not
properly withdrawn pursuant to the Offer.
On December 14, 2017, following consummation of the Offer, pursuant to the terms of the
Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the DGCL), Purchaser was merged with and into the Company, with the Company continuing as the surviving corporation (the
Merger). Upon completion of the Merger, the Company became a wholly-owned subsidiary of Utz.
At the effective time of the
Merger (the Effective Time) and pursuant to the terms and conditions of the Merger Agreement, each Share, other than Shares outstanding immediately prior to the Effective Time beneficially owned by the Company, its subsidiaries, Utz,
Purchaser or any other subsidiary of Utz, or by stockholders who have validly exercised their appraisal rights under the DGCL, was canceled and converted into the right to receive an amount in cash equal to the Offer Price, without interest but
subject to any required withholding taxes, and payable to the holder thereof on the terms and subject to the conditions set forth in the Merger Agreement.
The Merger Agreement provides that, at the Effective Time, each option to acquire Shares outstanding immediately prior to the Effective Time,
whether vested or unvested, was canceled and converted into the right to receive from the surviving corporation a cash payment, if any (without interest and less applicable withholding taxes), equal to the product of (i) the number of vested
Shares subject to such option immediately prior to the Effective Time (including those whose vesting accelerated as of the Effective Time) and (ii) the excess, if any, of
the Offer Price over the exercise or base price per share of Shares subject to such option immediately prior to the Effective Time. Any option with a per Share exercise price equal to or greater
than the Offer Price will be canceled for no consideration.
The Merger Agreement also provides that, at the Effective Time, each
performance stock unit (PSU) and each restricted stock unit (RSU) of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive from the
surviving corporation, a cash payment, if any (without interest and less applicable withholding taxes), equal to the product of (i) the number of vested Shares subject to such PSU or RSU immediately prior to the Effective Time (including those
whose vesting accelerated as of the Effective Time), and (ii) the Offer Price, subject to certain exceptions, as provided in the Merger Agreement.
The aggregate consideration paid by Purchaser in the Offer and Merger was approximately $82 million, without giving effect to related
transaction fees and expenses. Utz provided Purchaser with the necessary funds to pay such consideration through cash on hand, including from the proceeds of a term loan credit agreement described in Amendment No. 1 to the Tender Offer
Statement on Schedule TO filed by Utz and Purchaser with the SEC on November 22, 2017, which information is incorporated herein by reference.
The foregoing summary of the transactions contemplated by 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 Current Report on Form
8-K
filed by the Company with the SEC on October 26, 2017 and is incorporated herein by
reference.