Item 2.01
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Completion of Acquisition or Disposition of Assets.
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In accordance with the terms of the Merger
Agreement, on May 12, 2017, Purchaser commenced a tender offer to purchase all of the issued and outstanding shares of common stock of the Company, $0.0001 par value per share (the
Shares
), at a purchase price of $5.25
per Share (the
Offer Price
), net to the holder thereof in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 12,
2017 (together with any amendments or supplements thereto, the
Offer to Purchase
) and the related Letter of Transmittal (together with any amendments or supplements thereto and, together with the Offer to Purchase, the
Offer
).
The Offer expired at midnight, Eastern Time, at the end of June 9, 2017. Parent and Purchaser were advised by
Computershare, the depositary for the Offer (the
Depositary
) that, as of the expiration date, 60,077,284 Shares had been validly tendered and not withdrawn, representing approximately 73.38% of the Shares outstanding at
such time. Additionally, the Depositary advised Parent and Purchaser that an additional 2,613,275 Shares had been delivered through a notice of guaranteed delivery, representing approximately 3.19% of the outstanding Shares at such time. The
aggregate number of Shares validly tendered and not withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement). All conditions to the Offer having been satisfied, all Shares that were validly tendered
and not withdrawn have been accepted for payment by Purchaser and the Offer has been completed.
On June 12, 2017, following the completion of the
Offer and the acceptance by Purchaser of the Shares validly tendered and not withdrawn thereunder, Purchaser merged with and into the Company (the
Merger
), whereby the separate corporate existence of Purchaser ceased and
the Company continued as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the
Surviving Corporation
). The Merger was effected without the affirmative vote of the Company stockholders pursuant
to Section 251(h) of the Delaware General Corporation Law (the
DGCL
). At the effective time of the Merger (the
Effective Time
), each Share not acquired in the Offer (other than
(i) Shares owned by Parent, Purchaser, the Company or any wholly owned subsidiary of Parent, Purchaser or the Company (the
Canceled Shares
) and (ii) Shares held by stockholders, if any, who were entitled to and
have properly demanded appraisal rights under Delaware law (the
Dissenting Shares
)) was cancelled and converted into the right to receive an amount in cash equal to the Offer Price (the
Merger
Consideration
), without interest and less applicable withholding taxes.
Each option to purchase the Companys common stock under the
Companys 2007 Stock Incentive Plan, as amended, or the Companys 2011 Equity Incentive Plan (such plans, the
Company Stock Plans
and such option, a
Company Option
) that was outstanding
as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into a right to receive an amount in cash, without interest and less applicable tax withholdings, equal to the (i) amount of the Merger
Consideration (less the exercise price per share attributable to such Company Option) multiplied by (ii) the total number of Shares issuable upon exercise in full of such Company Option (the
Company Option
Consideration
). If the per share exercise price of any Company Option was equal to or greater than the Merger Consideration, such Company Option was cancelled without cash payment.
The Company Option Consideration with respect to Vested Company Options (as defined in the Merger Agreement) will be paid to the holders of such Vested
Company Options no later than the second Company payroll date following the Effective Time. Except as described herein and in the Merger Agreement, the Company Option Consideration with respect to Unvested Company Options (as defined in the Merger
Agreement) will be subject to the same restrictions and vesting arrangements (including the continued employment or services of the holder) that were applicable to such Unvested Company Options immediately prior to the Effective Time and will become
payable by Parent or the Surviving Corporation no later than the second payroll date following the date such
Unvested Company Options would have become vested under the vesting schedule in place for the Unvested Company Options immediately prior to the Effective Time (subject to the restrictions and
other terms of the vesting schedule). If any Continuing Employee (as defined in the Merger Agreement) is terminated by Parent, the Surviving Corporation, or any affiliate of Parent, prior to the one (1) year anniversary of the Effective Time
for any reason other than for Cause (as defined in the Merger Agreement), such holder of Unvested Company Options will be entitled to receive, payable on the second payroll date following such termination, the greater of the Company Option
Consideration attributable to such Unvested Company Option (i) had such Unvested Company Option vested until the one (1) year anniversary of the Effective Time and (ii) had the vesting accelerated pursuant to existing acceleration
provisions with respect to the Unvested Company Option as set forth in the Unvested Company Options award agreement.
As of the Effective Time, each
Company Restricted Stock Unit (
Company RSU
) award that was outstanding under the Company Stock Plans as of immediately prior to the Effective Time was cancelled and converted into a right to receive an amount in cash,
without interest, equal to (i) the amount of the Merger Consideration multiplied by (ii) the total number of outstanding Company RSUs subject to such award (the
Company RSU Consideration
).
The Company RSU Consideration with respect to Vested Company RSUs (as defined in the Merger Agreement) will be paid to holders of such Vested Company RSUs no
later than the second Company payroll date following the Effective Time. Except as described herein and in the Merger Agreement, the Company RSU Consideration with respect to Unvested Company RSUs (as defined in the Merger Agreement) will be subject
to the same restrictions and vesting arrangements (including the continued employment or services of the holder) that were applicable to such Unvested Company RSUs immediately prior to the Effective Time and will become payable by Parent or the
Surviving Corporation no later than the second payroll date following the date such Unvested Company RSUs would have become vested under the vesting schedule in place for such Unvested Company RSUs immediately prior to the Effective Time (subject to
the restrictions and other terms of the vesting schedule). If any Continuing Employee is terminated by Parent, the Surviving Corporation, or any affiliate of Parent, prior to the one (1) year anniversary of the Effective Time for any reason
other than for Cause, such holder of Unvested Company RSUs will be entitled to receive, payable on the second payroll date following such termination, the greater of the Company RSU Consideration attributable to such Unvested Company RSU
(i) had such Unvested Company RSU vested until the one (1) year anniversary of the Effective Time and (ii) had the vesting accelerated pursuant to existing acceleration provisions with respect to the Unvested Company RSU as set forth
in the Unvested Company RSUs award agreement.
The foregoing description of the Merger Agreement and related transactions does not purport to be
complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Companys Current Report on Form
8-K,
filed with the U.S.
Securities and Exchange Commission (the
SEC
) on May 1, 2017, and is incorporated herein by reference.