Item 2.01 Completion of Acquisition or Disposition of Assets.
The Offer and withdrawal rights expired as scheduled at 5:00 p.m., New York City time, on October 7, 2019 (such date and time, the Expiration Time). American Stock Transfer & Trust Company, LLC, the depositary for the Offer, advised Merger Sub that, as of the Expiration Time, a total of approximately 64,173,721 Shares, representing approximately 85.1% of the Companys currently outstanding Shares, were validly tendered and not withdrawn in the Offer, including 518,890 Shares tendered pursuant to guaranteed delivery procedures. As of the Expiration Time, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition of the Offer, and all other conditions to the Offer were satisfied or waived. Immediately after the Expiration Time, Merger Sub irrevocably accepted for payment, and will promptly pay for, all Shares validly tendered and not validly withdrawn prior to the Expiration Time.
On October 8, 2019, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (DGCL), Merger Sub merged with and into the Company, with the Company being the surviving corporation (the Merger). Upon completion of the Merger, the Company became a wholly owned subsidiary of VMware.
At the effective time of the Merger (the Effective Time), as a result of the Merger, and pursuant to the terms and subject to the conditions of the Merger Agreement, each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company and any shares owned by Merger Sub or irrevocably accepted for purchase by Merger Sub in the Offer and Shares held by any Company stockholder who has validly exercised its appraisal rights under the DGCL) was converted into the right to receive the Offer Price, in cash, without interest thereon and less any applicable to withholding taxes.
The effect of the Merger on Company stock options and other equity-based awards is described on page 6 of the Companys Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on September 6, 2019, as amended on September 10, 2019, September 26, 2019, October 7, 2019 and October 8, 2019 which description is incorporated herein by reference.
The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.