Item 1.01 Entry into a Material Definitive Agreement.
On
Borrowings under the Term Loan Credit Agreement bear interest at a rate equal to 3-month Term SOFR rate plus 2.80% per annum. Borrowings under the RCF Credit Agreement bear interest at a rate equal to, at the option of Meridian, either (x) 3-month Term SOFR rate plus2.80% per annum or (y) the Base Rate plus 2.80% per annum.
--------------------------------------------------------------------------------
The Credit Facilities are guaranteed (i) by certain of Meridian's material wholly-owned domestic and foreign subsidiaries, and such guarantors will pledge substantially all their assets as collateral under the Credit Facilities, and (ii) by SDB pursuant to Guaranty Agreements entered into by the administrative agents and SDB.
Each Credit Agreement contains customary representations, warranties and conditions to borrowing and customary affirmative and negative covenants, which include, but are not limited to, covenants that limit or restrict Meridian's and all or certain of its subsidiaries' ability to incur indebtedness and other obligations, grant liens to secure obligations, make investments, merge or consolidate, and dispose of assets outside the ordinary course of business, in each case subject to customary exceptions for credit facilities of this size and type.
The foregoing description of the Credit Agreements and the transactions contemplated thereby does not purport to be complete and is subject to and . . .
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Merger and entry into the Credit Facilities, Meridian
terminated all commitments and repaid in full all outstanding loans due under
the Amended and Restated Credit Agreement, dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosures under the Introductory Note of this Current Report are incorporated herein by reference.
At the effective time of the Merger, each issued and outstanding share of
Meridian's common stock (other than shares that were cancelled under the Merger
Agreement, or shares held by shareholders who have properly exercised their
demand for appraisal or dissenters' rights under
In addition, with respect to Meridian's equity-based awards, pursuant to the terms of the Merger Agreement, at the effective time of the Merger:
• Each option to purchase shares of Meridian common stock (each, an "Option") granted under Meridian's 2012 Stock Incentive Plan or 2021 Omnibus Award Plan (collectively, the "Meridian Stock Plans") that was outstanding and unexercised (whether vested or unvested) was converted into the right of the holder to receive an amount in cash equal to the product of (i) the total number of shares of Meridian common stock subject to such Option, and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Meridian common stock set forth in such Option, less any required withholding taxes. • Each award of a right under any Meridian Stock Plans (other than awards of Options) entitling the holder thereof to shares of Meridian common stock or cash equal to or based on the value of issued and outstanding shares of Meridian common stock (a "Share Unit") that was outstanding or payable was converted into the right of the holder to receive the Merger Consideration, less any required withholding taxes, in respect of a number of shares of Meridian common stock determined (i) in the case of Share Units subject to performance-based vesting conditions, the target number of shares of Meridian common stock, and (ii) in the case of Share Units not subject to performance-based vesting conditions, the total number of shares of Meridian common stock underlying such Share Units.
--------------------------------------------------------------------------------
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The disclosures under the Introductory Note and Item 2.01 of this Current Report are incorporated herein by reference.
On
Item 3.03 Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and 5.03 of this Current Report are incorporated herein by reference.
Item 5.01 Change in Control of Registrant.
The disclosures under the Introductory Note and Item 2.01 of this Current Report are incorporated herein by reference.
As a result of the consummation of the Merger, a change in control of Meridian occurred. Following the consummation of the Merger, Meridian became a direct wholly owned subsidiary of Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal
Year.
At the effective time of the Merger, the articles of incorporation and code of regulations of Meridian were amended and restated in accordance with the terms of the Merger Agreement. The amended and restated articles of incorporation and the amended and restated code of regulations of Meridian are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 3.1 Second Amended and Restated Certificate of Incorporation ofMeridian Bioscience, Inc. 3.2 Amended and Restated Code of Regulations ofMeridian Bioscience, Inc. 10.1 Term Loan Credit Agreement, datedJanuary 31, 2023 , by and between, among others,Columbus Holding Company ,Madeira Acquisition Corp. ,Meridian Bioscience, Inc. and Standard Chartered Bank 10.2 Revolving Credit Facility Credit Agreement, datedJanuary 31, 2023 , by and between, among others,Columbus Holding Company ,Madeira Acquisition Corp. ,Meridian Bioscience, Inc. andPNC Bank, National Association 99.1 Press Release,January 31, 2023 , issued byMeridian Bioscience, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source