Item 1.02. Termination of Material Definitive Agreement.
Effective as of July 14, 2021 and contingent upon the consummation of the
Merger, the Company terminated the Luminex Corporation Employee Stock Purchase
Plan.
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.
At the Effective Time of the Merger, each share of common stock, par value
$0.001 per share, of the Company (the "Company Common Stock") issued and
outstanding as of immediately prior to the Effective Time (other than Dissenting
Shares, Company Common Stock held by the Company as treasury stock or Company
Common Stock owned by Parent, Merger Subsidiary or any Subsidiary of the Company
or Parent) was cancelled, ceased to exist and was automatically converted into
the right to receive cash in an amount equal to $37.00, without interest (the
"Merger Consideration").
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 April 12, 2021.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introduction and under Item 2.01 is
incorporated herein by reference.
In connection with the closing of the Merger, the Company notified the NASDAQ
Global Select Market LLC ("Nasdaq") on July 14, 2021 that the Merger was
completed, that a certificate of merger was filed with the Secretary of State of
the State of Delaware and that each outstanding share of Common Stock (except as
described in Item 2.01 hereof) was converted pursuant to the Merger Agreement as
set forth under Item 2.01, and requested that Nasdaq file a Form 25 with the
Securities and Exchange Commission to remove the Common Stock from listing on
Nasdaq and to deregister the Common Stock pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition,
the Company intends to file a certification on Form 15 with the Securities and
Exchange Commission requesting the termination of registration of the shares of
Common Stock under Section 12(g) of the Exchange Act and the suspension of the
Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Item 2.01 is
incorporated herein by reference.
Pursuant to the Merger Agreement and in connection with the consummation of the
Merger, each outstanding share of Common Stock (except as described in Item 2.01
hereof) was converted into the right to receive the Merger Consideration.
The Company is a party to that certain Indenture dated as of May 13, 2020 (the
"Indenture") for the Company's 3.00% Senior Convertible Notes due 2025 (the
"Notes"). Completion of the Merger constitutes a Corporate Event, which includes
a Share Exchange Event, a Fundamental Change and a Make-Whole Fundamental Change
(each, as defined in the Indenture). Pursuant to the Indenture, holders of the
Notes ("Holders") have the right to surrender their Notes for conversion at any
time from or after the effective date of the Corporate Event until the earlier
of (A) the close of business on the business day immediately preceding the
related Fundamental Change Repurchase Date (as defined in the Indenture), and
(B) the second scheduled trading day immediately preceding the Maturity Date (as
defined in the Indenture) (the "Conversion Period"). The Fundamental Change
Repurchase Date is expected to be August 12, 2021. The conversion agent for the
Notes will be Wilmington Trust, National Association (the "Trustee"). Upon
conversion of any Note during the Conversion Period, the Company will deliver to
Holders in respect of each $1,000 principal amount of Notes tendered for
conversion cash in an amount equal to the Conversion Rate (as defined in the
Indenture) in effect on the Conversion Date (as defined in the Indenture),
multiplied by the price paid per share of Common Stock in the Merger.
Substantially concurrently with the consummation of the Merger, pursuant to the
Indenture, the Company and the Trustee will execute and deliver a supplemental
indenture, pursuant to which the Indenture will be amended to provide that the
Notes will no longer be convertible into cash, shares of Common Stock or a
combination thereof at the election of the Company but instead will become
convertible into cash in an amount equal to the Conversion Rate in effect on the
Conversion Date, multiplied by the Merger Consideration.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introduction and under Item 2.01 is
incorporated herein by reference.
As a result of the Merger, a change in control of the Company occurred, and the
Company became a wholly owned indirect subsidiary of Parent. The total amount of
funds necessary to complete the Merger and the related transactions was
approximately $1.8 billion. The purchase price was funded with a combination of
cash on hand and borrowings pursuant to (1) a senior facilities agreement, dated
April 11, 2021, by and among DiaSorin Inc., as borrower, Parent, as original
guarantor, Mediobanca-Banca di Credito Finanziario S.p.A., as agent, BNP
Paribas, Italian Branch, Citibank, N.A., London Branch, Mediobanca-Banca di
Credito Finanziario S.p.A. and UniCredit S.p.A., as bookrunners and mandated
lead arrangers, and the financial institutions listed therein as original
lenders (as amended, the "Senior Facilities Agreement"), which provides for a
term loan facility of up to $1.1 billion due 2026 and a bridge loan facility of
up to $500 million due within 12 months of the date of the Senior Facilities
Agreement, with two extension options (exercisable at Parent's option), each for
an additional 6 months; and (2) €500 million senior unsecured equity-linked
bonds due 2028 (the "Bond Offering"). In connection with the Bond Offering and
as permitted by the Merger Agreement, Parent canceled the $500 million of bridge
loan commitments under the Senior Facilities Agreement. Of the $1.1 billion
available under the term loan facility, DiaSorin Inc. has drawn $1 billion and
canceled the remaining $0.1 billion.
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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 under Item 2.01 is incorporated herein by reference.
Effective upon completion of the Merger, the following persons became directors
of the Company: Nachum "Homi" Shamir, John Gerace, Piergiorgio Pedron, Kay
Williams and Andrea Giubboni. As a result of the Merger, Stephen L. Eck, Thomas
W. Erickson, Jim D. Kever, Dijuana K. Lewis, Kevin M. McNamara, Edward A. Ogunro
and Kenneth Samet ceased to be directors of the Company.
Following the Merger, Harriss T. Currie, Richard W. Rew II, Todd C. Bennett and
Randall J. Myers ceased to be officers of the Company. In addition, the
following persons were appointed as officers of the Company: Nachum "Homi"
Shamir - President, John Hoffarth - Treasurer and Kay Williams - Secretary.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introduction and under Item 2.01 is
incorporated herein by reference.
Effective upon completion of the Merger, the certificate of incorporation of the
Company, as in effect immediately prior to the Merger, was amended and restated
to be in the form of the certificate of incorporation attached as Exhibit 3.1,
which is incorporated herein by reference.
Effective upon completion of the Merger, the bylaws of the Company were amended
and restated to be in the form of the bylaws attached as Exhibit 3.2, which is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of Luminex
Corporation
3.2 Second Amended and Restated Bylaws of Luminex Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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