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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On August 28, 2017, Amazon.com, Inc. (“Amazon.com”)
completed its previously announced acquisition of Whole Foods Market, pursuant to the Agreement and Plan of Merger (the “Merger
Agreement”), dated as of June 15, 2017, by and among Amazon.com, Whole Foods Market, and Walnut Merger Sub, Inc., a wholly-owned
subsidiary of Amazon.com (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into Whole Foods
Market on August 28, 2017, with Whole Foods Market continuing as the surviving corporation and a wholly-owned subsidiary of Amazon.com
(the “Merger”).
As a result of the Merger, each share of common stock, no par
value, of Whole Foods Market (a “Whole Foods Market Share”) issued and outstanding immediately prior to the effective
time of the Merger (the “Effective Time”) (other than Whole Foods Market Shares owned by Amazon.com, Merger Sub, Whole
Foods Market, or any of their respective direct or indirect wholly-owned subsidiaries, in each case, not held on behalf of third
parties and Whole Foods Market Shares owned by shareholders who have exercised their rights as dissenting owners under Texas law)
was converted into the right to receive $42.00 in cash, without interest (the “Merger Consideration”).
Each outstanding option to purchase Whole Foods Market Shares
(a “Whole Foods Market Option”) granted under the Whole Foods Market 2009 Stock Incentive Plan was converted into the
right to receive (without interest) an amount in cash equal to the product of (i) the number of Whole Foods Market Shares subject
to the Whole Foods Market Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (A) the Merger
Consideration over (B) the exercise price per Whole Foods Market Share of such Whole Foods Market Option. All Whole Foods Market
Options with an exercise price per Whole Foods Market Share greater than or equal to the Merger Consideration were canceled for
no consideration.
Each outstanding restricted stock award of Whole Foods Market
(a “Whole Foods Market Restricted Share Award”) was converted into the right to receive (without interest) an amount
in cash equal to the number of Whole Foods Market Shares subject to such Whole Foods Market Restricted Share Award multiplied by
the Merger Consideration.
Each outstanding restricted stock unit award of Whole Foods
Market (a “Whole Foods Market RSU Award”) granted under the Whole Foods Market 2009 Stock Incentive Plan was converted
into the right to receive (without interest) an amount in cash equal to the number of Whole Foods Market Shares subject to such
Whole Foods Market RSU Award multiplied by the Merger Consideration.
Each outstanding cash-settled stock appreciation right in respect
of Whole Foods Market Shares (a “Whole Foods Market SAR”) was converted into the right to receive (without interest),
an amount in cash equal to the product of (i) the number of Whole Foods Market Shares subject to the Whole Foods Market SAR immediately
prior to the Effective Time multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price
per Whole Foods Market Share of such Whole Foods Market SAR. All Whole Foods Market SARs with an exercise price per Whole Foods
Market Share greater than or equal to the Merger Consideration were canceled for no consideration.
The aggregate value of the consideration paid to former holders
of Whole Foods Market Shares and Whole Foods Market equity awards described above in connection with the Merger was approximately
$13.55 billion. Amazon.com financed the acquisition with net proceeds from its previously disclosed debt financing.
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 Company’s Current Report on Form 8-K filed with the SEC on June 16, 2017.
The Merger Agreement has been incorporated
by reference as an exhibit to this report to provide investors with information regarding its terms. It is not intended to provide
any other factual information about the Company, Amazon.com or their respective subsidiaries or affiliates. The representations,
warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific
dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the
parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries
under the Merger Agreement and should not rely on the representations, warranties, and covenants contained in the Merger Agreement
or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their
respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may
change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s
public disclosures.