On December 7, 2017, Parent completed the acquisition of the Company. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent.
At the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (the “
Company common stock
”) issued and outstanding immediately prior to the effective time (other than certain shares of Company common stock as set forth in the Merger Agreement) was converted into the right to receive an amount in cash equal to $29.25 per share, without interest (the “
Merger Consideration
”).
Except as otherwise agreed between Parent and the holder thereof, each option to purchase shares of Company common stock granted under any Company Plan (as defined in the Merger Agreement) outstanding immediately prior to the effective time of the Merger, whether vested or unvested, and whether subject to time-based or performance-based vesting, became fully vested and exercisable as of immediately prior to the effective time of the Merger and was cancelled in exchange for the right to receive a cash payment, subject to any required tax withholding, equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable per share exercise price of such option multiplied by (ii) the number of shares of Company common stock subject to such option. Except as otherwise agreed between Parent and the holder thereof, each restricted stock unit or performance stock unit granted under any employee or director plan that vested as of or prior to the effective time of the Merger was cancelled in exchange for the right to receive a cash payment, subject to any required tax withholding, equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of Company common stock subject to such restricted stock unit or performance stock unit. Except as otherwise agreed between Parent and the holder thereof, each restricted stock unit or performance stock unit which did not vest as of or prior to the effective time of the Merger was cancelled and in substitution thereof, each holder became eligible to receive a cash payment, subject to any required tax withholding, equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of Company common stock subject to such unvested company stock unit, which, for any performance stock unit, will be calculated assuming satisfaction of target performance levels (the “
RSU Payment
”). The RSU Payment is initially unvested and (i) to the extent such payment related to a restricted stock unit, will vest, subject to continued employment or service, based on the same vesting schedule applicable to such cancelled restricted stock unit and (ii) to the extent such payment related to a cancelled performance stock unit, will vest, subject to continued employment or service, on the last day of the performance period applicable to such cancelled performance stock unit, in each case subject to any applicable vesting upon a termination of the holder’s employment under the applicable Company Plan and award agreement that relates to the original restricted stock unit or performance stock unit.
The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and 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 Securities and Exchange Commission (the “
SEC
”) on August 3, 2017, and is incorporated by reference herein.