Item 1.01 Entry into a Material Definitive Agreement
On
Under the terms of the Merger Agreement, at the effective time of the Merger
(the "Effective Time"), each share of our common stock that is outstanding
immediately prior to the Effective Time (other than shares of common stock (1)
held by the Company as treasury stock, (2) owned by Parent or Merger Sub, (3)
owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub
or (4) held by stockholders who have properly and validly exercised their
statutory rights of appraisal under Section 262 of the Delaware General
Corporation Law (the "DGCL")) will be canceled and converted into the right to
receive cash in the amount equal to
At the Effective Time, each outstanding vested restricted stock unit ("RSU"), performance stock unit ("PSU") and option granted by the Company shall be cancelled and converted into the right to receive cash equal to (A) the aggregate number of shares of the Company's common stock subject to such RSU, PSU or option, as applicable, multiplied by (B) the Per Share Merger Consideration (less the exercise price in the case of vested options) (the "Award Consideration"). Each outstanding RSU, PSU or option that is not vested but that is subject to acceleration shall be cancelled and converted into the right to receive an amount in cash equal to the Award Consideration pursuant to the terms of the Merger Agreement, a portion of which will be paid after the Effective Time in accordance with the applicable award agreement. Each outstanding RSU, PSU or option that is not vested and that does not automatically accelerate at closing of the Merger will be cancelled without consideration.
Pursuant to the Merger Agreement, the Company has acted to provide, among other things, that (1) each individual participating in an offering period under the Company's 2014 Employee Stock Purchase Plan (the "ESPP") in progress on the date of the Merger Agreement will not be permitted to (A) increase his or her payroll contribution rate pursuant to the ESPP or (B) make separate non-payroll contributions to the ESPP on or following the date of the Merger Agreement, except as may be required by applicable law; (2) no individual who is not participating in the ESPP will be allowed to commence participation in the ESPP; and (3) any offering period that would otherwise be outstanding at the Effective Time will terminate no later than five days prior to the date on which the Effective Time occurs. The Company will make any pro rata adjustments as may be necessary to reflect the shortened offering period and will cause the exercise of each outstanding purchase right pursuant to the ESPP no later than one business day prior to the Effective Time.
The Company and the Buyer Parties have made certain representations, warranties and covenants in the Merger Agreement, including, among others, covenants by the Company to conduct its business in the ordinary course during the period between execution of the Merger Agreement and closing of the Merger.
Pursuant to the terms of the Merger Agreement, the Company is subject to
restrictions on its ability to solicit alternative acquisition proposals and to
provide information to, and engage in discussion with, third parties regarding
such proposals, except under limited circumstances. In the event the Merger
Agreement is terminated by the Company to enter into a Superior Proposal, as
defined in the Merger Agreement, the Company will be required to pay Parent a
termination fee of
Subject to certain exceptions, each of the parties has agreed to use its
reasonable best efforts to take or cause to be taken actions necessary to
consummate the Merger, including with respect to obtaining required government
approvals. The Merger Agreement also contains certain termination rights for
both the Company and Parent. Pursuant to the terms of the Merger Agreement, if
the Company terminates the Merger Agreement as a result of Parent's failure to
close the Merger following the end of the marketing period for the debt
financing required to consummate the transactions within two business days after
receiving a written notice from the Company stating that all closing conditions
have been satisfied or validly waived, Parent will pay the Company
The Merger Agreement requires the Company to convene a special meeting of
stockholders for purposes of obtaining approval of the adoption of the Merger
Agreement and to prepare and file with the
The Merger is subject to the satisfaction or waiver of certain closing conditions including, among other things, (1) the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Company's common stock entitled to vote on the adoption of the Merger Agreement, (2) the expiration or termination of the waiting period under Antitrust Laws as defined in the Merger Agreement, (3) the absence of any law, injunction, judgment, order or ruling prohibiting the Merger, (4) the accuracy of the representations and warranties made by the parties, (5) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement, and (6) the absence of a material adverse effect on the Company prior to the closing.
Parent furnished the Company with copies of equity and debt financing commitments obtained by Parent, the proceeds of which will provide for funds to consummate the transactions contemplated by the Merger Agreement. The consummation of the Merger is not subject to a financing condition.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Important Statement regarding the Merger Agreement. The Merger Agreement has been included to provide investors with information regarding terms of the Merger. It is not intended to provide any other factual information about the Company, Parent, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts or made for other purposes, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
8.01 Other Events
On
How to Find Further Information
This communication does not constitute a solicitation of any vote or approval in
connection with the proposed acquisition of
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
are based on current expectations, estimates and projections about, among
others, the industry, markets in which the Company operates, and the
transactions described in this Current Report on Form 8-
Participants in the Solicitation
The directors and officers of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofSeptember 26, 2020 , by and amongMobileIron, Inc. ,Ivanti, Inc. andOahu Merger Sub, Inc. 99.1 Press Release, dated as ofSeptember 28, 2020 , issued byMobileIron, Inc. 99.2 Joint Press Release, dated as ofSeptember 28, 2020 , issued byMobileIron, Inc. andIvanti, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
*Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Agreement
and Plan of Merger have been omitted and
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