Item
2.01 Completion
of Acquisition or Disposition of Assets.
The
information set forth in the Introduction to this Current Report on
Form 8-K (the “Introduction”) is incorporated
into this Item 2.01 by reference. Capitalized terms not
otherwise defined have the meanings set forth in the Merger
Agreement.
At
the effective time of the Merger, each ordinary share, par value
$0.001 per share, of the Company (“Common Stock”)
issued and outstanding immediately prior to the effective time
other than (i) shares of Common Stock owned by Parent, Merger Sub
or any other direct or indirect wholly-owned subsidiary of Parent
and shares of Common Stock owned by the Company, (ii) shares of
Common Stock owned by the stockholders, who agreed to cancel the
shares of the Common Stock owned by them for no cash consideration
and subscribe for newly issued shares of Parent, and (iii) shares
of Common Stock owned by stockholders who are entitled to, and who
have timely perfected and have not withdrawn a demand for (or lost
their right to), appraisal rights pursuant to Section 262 of the
General Corporation Law of the State of Delaware) was automatically
cancelled and exchanged into the right to receive $19.75 in cash
(the “Per Share Merger Consideration”), without
interest and subject to any applicable withholding taxes. The
Merger is a “going private transaction” under U.S.
Securities and Exchange Commission rules.
Vested Company Equity
Awards. The vested Stock
Options, RSUs and PSUs (in each case, as defined below) are
referred to herein as “Vested Company Equity Awards.”
Certain outstanding equity awards granted under the Company’s
2014 Equity Incentive Plan, as amended, and the Company’s
2011 Incentive Stock Option Plan, as amended, vested immediately
prior to the Merger pursuant to their terms, and therefore (unless
otherwise agreed between the applicable holder and Parent) were
treated as Vested Company Equity Awards in connection with the
Merger.
Except
as otherwise agreed to in writing between a holder of a Vested
Company Equity Award and Parent, each outstanding Vested Company
Equity Award was automatically canceled immediately prior to the
effective time of the Merger and entitled its holder to receive
(without interest) from the Surviving Corporation, as promptly as
practicable after the effective time of the Merger:
(i)
for each vested outstanding and unexercised option to purchase
shares of Common Stock (“Stock Option”), an amount in
cash equal to (A) the total number of shares of Common Stock
subject to such Stock Option immediately prior to the effective
time of the Merger multiplied by (B) the excess, if any, of
the Per Share Merger Consideration over the exercise price per
share of Common Stock under such Stock Option (subject to any
applicable withholding taxes). Any vested Stock Option which had an
exercise price per share of Common Stock that was greater than or
equal to the Per Share Merger Consideration was canceled at the
effective time of the Merger for no consideration or
payment;
(ii)
for each vested Company time-vesting restricted stock unit
(“RSU”), an amount in cash equal to (A) the total
number of shares of Common Stock subject to such vested RSU
immediately prior to the effective time of the Merger multiplied by
(B) the Per Share Merger Consideration (subject to any
applicable withholding taxes); and
(iii)
for each vested Company performance-vesting restricted stock unit
(“PSU”), an amount in cash equal to (A) the number
of shares of Common Stock subject to such vested PSU, calculated
based on actual performance achieved in accordance with the terms
of each vested PSU, immediately prior to the effective time of the
Merger multiplied by (B) the Per Share Merger Consideration
(subject to any applicable withholding taxes).
The
Buyer Consortium entered into arrangements with certain holders of
Vested Company Equity Awards that provide for the rollover of such
awards into ordinary shares of Parent.
Unvested Company Equity
Awards. Except as otherwise
agreed to in writing between a holder of an Unvested Company Equity
Award (as defined below) and Parent, each Unvested Company Equity
Award outstanding immediately prior to the effective time of the
Merger was assumed by Parent as an equity award of the same type
covering ordinary shares of Parent and continued to have, and be
subject to, the same terms and conditions (including vesting terms)
set forth in the Company equity plan under which it was granted and
the equity award agreements relating thereto, as in effect
immediately prior to the effective time of the Merger, except that
(i) the number of ordinary shares of Parent covered by each
such assumed equity award was equal the number of shares of Common
Stock subject to such equity award, multiplied by the Exchange
Ratio (as defined below), with the result rounded down to the
nearest whole share, and (ii) the per share exercise price for the
ordinary shares of Parent issuable upon exercise of an assumed
equity award that was a Stock Option was equal to the quotient
obtained by dividing the exercise price per share of Common Stock
at which such assumed equity award was exercisable immediately
prior to the effective time of the Merger by the Exchange Ratio,
rounded up to the nearest whole cent. The unvested Stock Options,
RSUs and PSUs are referred to herein as “Unvested Company
Equity Awards.” The “Exchange Ratio” is the ratio
of the Per Share Merger Consideration divided by the fair market
value of one ordinary share of Parent as of the date the Merger is
consummated.
The
description of the Merger set forth above does not purport to be
complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed by the Company as
Exhibit 2.1 to the Company’s Current Report on
Form 8-K filed on August 12, 2020.