IEC ELECTRONICS CORP. Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Purchaser agreed to commence a tender offer (such offer, as
amended from time to time as permitted by the Merger Agreement, the "Offer") to
purchase all of the outstanding shares (collectively, the "Shares") of common
stock, par value
Promptly following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, Purchaser will then be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law (the "DGCL"), which would not require a vote of the Company's stockholders in order to consummate the Merger. At the effective time of the Merger (the "Effective Time"), each Share (except as provided in the Merger Agreement) will be cancelled and converted into the right to receive the Offer Price.
The Merger Agreement further provides for the acceleration of vesting of all of the Company's outstanding restricted stock units, performance stock units (to the extent performance has been achieved through the Effective Time as determined by the Board of Directors), restricted stock awards, and stock options outstanding as of the time immediately prior to Purchaser's acceptance of Shares tendered in the Offer. Each of the restricted stock units, performance stock units and restricted stock awards will be cancelled and converted into the right to receive the Offer Price. Holders of stock options will receive cash in an amount per share underlying the option equal to the difference between the Offer Price and the exercise price of the applicable stock option. Stock options with an exercise price equal to or greater than the Offer Price will be cancelled as of the Effective Time.
Parent has agreed to honor and fulfill rights of indemnification, advancement of expenses and exculpation provisions contained in the Company's indemnification agreements in effect as of the Effective Time, with respect to actions or omissions occurring at or prior to the Effective Time, and has agreed to maintain provisions in the surviving company's organizational documents at least as favorable as those provisions in the Company's current organizational documents for at least six years after the Effective Time.
Under the terms of the Merger Agreement, Purchaser's obligation to accept and pay for Shares that are tendered in the Offer is subject to the satisfaction or waiver of certain conditions, including: (i) that prior to the expiration of the Offer there have been validly tendered and not properly withdrawn a number of Shares that would constitute at least one more Share than sixty-six and two-thirds percent of the Shares then-outstanding (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been "received" as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures); (ii) the absence of legal restraints or orders prohibiting the consummation of the transactions contemplated by the Merger Agreement; (iii) the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the accuracy of the Company's representations and warranties in the Merger Agreement, subject to specific materiality qualifications and thresholds and certain exceptions; (v) compliance by the Company with its covenants in the Merger Agreement in all material respects; (vi) the non-occurrence of a Company Material Adverse Effect (as defined in the Merger Agreement); and (vii) the absence of a termination of the Merger Agreement in accordance with its terms.
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The Board of Directors of the Company approved the Merger Agreement and the
transactions contemplated by the Merger Agreement, including the Offer and the
Merger, and determined that the Merger Agreement and the transactions
contemplated by the Merger Agreement, including the Offer and the Merger, are
advisable, fair to, and in the best interests of the Company and its
stockholders, and the Company intends to file a Solicitation/ Recommendation
Statement on Schedule 14D-9 with the
The Merger Agreement provides that the Company, on the one hand, or Parent and Purchaser, on the other hand, may specifically enforce the obligations of the other party under the Merger Agreement, subject to the terms of the Merger Agreement. . . .
Item 2.02 Results of Operations and Financial Condition.
On
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Item 1.01 with respect to the treatment of the Company's outstanding restricted stock units, performance stock units, restricted stock awards, and stock options is incorporated by reference in this Item 5.02.
On
Item 8.01 Other Events.
On
Additional Information and Where to Find It
In connection with the proposed acquisition of the Company, the Purchaser will
commence a tender offer for all of the outstanding shares of Common Stock. The
tender offer for Common Stock has not yet commenced. This report is neither an
offer to buy nor the solicitation of an offer to sell any securities. It is also
not a substitute for the tender offer materials that Purchaser will file with
the
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Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements that involve risks and
uncertainties, including statements regarding our pending acquisition by Parent
and Purchaser (the "Transaction"), including the expected timing of the closing
of the Transaction and considerations taken into account by our Board of
Directors in approving the Transaction. These forward-looking statements involve
risks and uncertainties, many of which are outside management's control. If any
of these risks or uncertainties materialize, or if any of our assumptions prove
incorrect, our actual results could differ materially from the results expressed
or implied by these forward-looking statements. These risks and uncertainties
include risks associated with: the risk that the conditions to the closing of
the Transaction are not satisfied, including the risk that a sufficient number
of IEC's stockholders do not participate in the Transaction; the risk that the
Merger Agreement may be terminated in circumstances that require IEC to pay a
termination fee; potential litigation relating to the Transaction; the failure
to satisfy other conditions to completion of the Transaction, including the
receipt of all regulatory approvals related to the Transaction (and any
conditions, limitations or restrictions placed on these approvals); the failure
of the Parent to consummate the necessary financing arrangements; risks that the
tender offer and related transactions disrupt current plans and operations and
the potential difficulties in employee retention as a result of the proposed
transactions; the effects of local and national economic, credit and capital
market conditions on the economy in general, including the continued impact of
the COVID-19 pandemic, and other risks and uncertainties; uncertainties as to
the timing of the consummation of the Transaction and the ability of each party
to consummate the Transaction; and the risks described in the filings that we
make with the
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description Exhibit 2.1* Agreement and Plan of Merger, dated as ofAugust 12, 2021 , by and amongIEC Electronics Corp. ,Creation Technologies International Inc. ,Creation Technologies, Inc. andCTI Acquisition Corp. Exhibit 99.1 Press Release regarding financial results issued byIEC Electronics Corp. onAugust 12, 2021 Exhibit 99.2 Press Release regarding Merger Agreement issued byIEC Electronics Corp. onAugust 12, 2021 Exhibit 104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * Schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to theU.S. Securities and Exchange Commission upon request. 6
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