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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sharps Compliance Corp | NASDAQ:SMED | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.75 | 5.00 | 8.74 | 0 | 01:00:00 |
Item 1. | Summary Term Sheet. |
Item 2. | Subject Company Information. |
Item 3. | Identity and Background of Filing Person. |
Item 4. | Terms of the Transaction. |
Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Item 6. | Purposes of the Transaction and Plans or Proposals. |
Item 7. | Source and Amount of Funds or Other Consideration. |
Item 8. | Interests in Securities of the Subject Company. |
Item 9. | Persons/Assets Retained, Employed, Compensated or Used. |
Item 10. | Financial Statements. |
Item 11. | Additional Information. |
Item 12. | Exhibits. |
Exhibit Number | | | Description |
| | Offer to Purchase, dated July 25, 2022. | |
| | Letter of Transmittal. | |
| | Notice of Guaranteed Delivery. | |
| | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| | Summary Advertisement as published in the Wall Street Journal, dated July 25, 2022. | |
(a)(2) | | | Not applicable. |
(a)(3) | | | Not applicable. |
(a)(4) | | | Not applicable. |
| | Joint Press Release issued by Sharps Compliance Corp. and Aurora Capital Partners, dated July 12, 2022 (incorporated by reference from Exhibit 99.1 to the Schedule TO-C filed by Purchaser and Parent dated July 12, 2022). | |
| | Press Release issued by Aurora Capital Partners, dated July 25, 2022. | |
(b) | | | Not applicable. |
| | Agreement and Plan of Merger, dated as of July 12, 2022 by and among Raven Houston Merger Sub, Inc., Raven Buyer, Inc. and Sharps Compliance Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Sharps with the SEC on July 13, 2022). | |
| | Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 22, 2022 by and among Raven Houston Merger Sub, Inc., Raven Buyer, Inc. and Sharps Compliance Corp. | |
(d)(3)* | | | Confidentiality Agreement, dated as of May 9, 2022, 2022 by and between Revan Parent, Inc. and Sharps Compliance Corp. |
(d)(4)* | | | Exclusivity Agreement, dated as of June 18, 2022, by and between Aurora Capital Partners Management VI L.P. and Sharps Compliance Corp, as amended by the Amendment to the Original Exclusivity Agreement, dated July 3, 2022. |
| | Tender and Support Agreement, dated as of July 12, 2022, by and among Raven Buyer, Inc., Raven Houston Merger Sub, Inc., and certain directors and executive officers of Sharps Compliance Corp. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Sharps with the SEC on July 13, 2022). | |
(d)(6)* | | | Equity Commitment Letter, dated as of July 12, 2022, by and between Aurora Equity Partners VI L.P., Aurora Equity Partners VI-A L.P., Aurora Associates VI L.P., and Raven Buyer, Inc. |
(d)(7)* | | | Limited Guaranty, dated as of July 12, 2022, by and among Aurora Equity Partners VI L.P., Aurora Equity Partners VI-A L.P., and Aurora Associates VI L.P., in favor of Sharps Compliance Corp. |
| | Clean Team Agreement, dated May 9, 2022, between Raven Parent, Inc. and Sharps Compliance Corp. | |
(d)(9)* | | | Amendment dated as of July 3, 2022, to Exclusivity Agreement, dated as of June 18, 2022, by and between Aurora Capital Partners Management VI L.P. and Sharps Compliance Corp. |
(g) | | | Not applicable. |
(h) | | | Not applicable. |
| | Filing Fee Table. |
* | To be filed by amendment. |
Item 13. | Information Required by Schedule 13E-3. |
Date: July 25, 2022 | | | Raven Houston Merger Sub, Inc. | |||
| | | | |||
| | By: | | | /s/ Angela Klappa | |
| | Name: | | | Angela Klappa | |
| | Title: | | | Chief Executive Officer and President | |
| | | | |||
| | | | |||
| | Raven Buyer, Inc. | ||||
| | | | |||
| | By: | | | /s/ Angela Klappa | |
| | Name: | | | Angela Klappa | |
| | Title: | | | Chief Executive Officer and President |
1 Year Sharps Compliance Chart |
1 Month Sharps Compliance Chart |
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