Item 1.01. Entry into a Material Definitive Agreement.
On
The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent.
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, (A) each option to purchase shares of Common Stock (each, a "Company Option"), will be accelerated (to the extent unvested), cancelled and converted into the right to receive, without interest, a cash amount equal to the product of (1) the number of shares of Common Stock represented by such Company Option and (2) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Option, less applicable tax withholding; (B) each share of Common Stock that is subject to vesting (whether time-based or performance-based), repurchase or other lapse restriction that is outstanding and awarded under any stock plan of the Company ("Company Restricted Stock") will be accelerated and treated as a share of issued and outstanding Common Stock, and will be converted into the right to receive a cash amount equal to the Per Share Merger Consideration, less applicable tax withholding; and (C) each restricted stock unit issued, which represents the right to vest in and be issued shares of Common Stock or the cash equivalent thereof (each, a "Company Restricted Stock Unit") will be accelerated (to the extent unvested), cancelled and converted into the right to receive, without interest, an amount in cash equal to the product of (1) the number of shares of Common Stock represented by such Company Restricted Stock Unit and (2) the Per Share Merger Consideration, less applicable tax withholding.
The Board of Directors of the Company (the "Board") has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and the stockholders of the Company; (ii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and, subject to requisite stockholder approval, the consummation of the transactions contemplated thereby, including the Merger, in accordance with the terms and conditions set forth in the Merger Agreement; (iii) recommended that the stockholders of the Company vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger; and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of the Company.
The consummation of the Merger is subject to various closing conditions,
including (i) the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock to adopt the Merger Agreement (the
"Stockholder Approval"); (ii) the absence of any law or order restraining or
otherwise prohibiting the Merger; and (iii) any waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") must have
expired or been terminated and all consents, approvals, authorizations or
filings with any governmental authority pursuant to any other applicable
competition law or foreign investment law in connection with the Merger and the
transactions contemplated by the Merger Agreement, or that are reasonably
determined by Parent to be applicable, must have been obtained, in each case,
without the imposition of any Burdensome Condition (as defined in the Merger
Agreement), except, in each case, as may be consented to by Parent in its sole
and absolute discretion). Additional closing conditions include (x) subject to
specific standards, the accuracy of the representations and warranties of the
other party or parties, (y) the performance or compliance in all material
respects by the other party or parties of such party's or parties' covenants,
obligations, and agreements under the Merger Agreement, and (z) with respect to
Parent's and Merger Sub's obligations to consummate the Merger, (A) the absence
of a Material Adverse Effect (as defined in the Merger Agreement) and the
absence of any changes having occurred that would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and (B) the
absence of any pending or threatened proceeding from a governmental authority
(1) seeking to restrain or prohibit the Merger, (2) seeking from any party to
the transaction damages that are material to the Company and the Company
subsidiaries, taken as whole, (3) seeking to impose any Burdensome Condition, or
(4) otherwise inquiring into the compliance of the Merger with applicable
competition laws or foreign investment laws. The Merger Agreement contemplates a
termination date of
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The Merger Agreement includes representations, warranties, and covenants of the
parties customary for a transaction of this nature, including covenants (i) for
the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The accelerated vesting, termination, settlement, and cash-out of the Company Options, Company Restricted Stock, and Company Restricted Stock Units are conditioned upon and subject to the occurrence of the Effective Time.
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Item 7.01 Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as ofFebruary 8, 2023 , by and among the Company, Abbott Laboratories, andCobra Acquisition Co. 99.1 Press Release datedFebruary 8, 2023
*Schedules and exhibits omitted pursuant to Item 601(b)(2) of
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