Atlas Copco North America LLC entered into a definitive agreement to acquire Perceptron, Inc. (NasdaqGM:PRCP) from Harbert Discovery Fund, LP, managed by Harbert Fund Advisors Inc. and others for $68.9 million on September 27, 2020. Under the terms of the all-cash transaction, Perceptron shareholders will receive $7 per share in cash for each share of common stock held. Atlas Copco will finance the transaction by utilizing its existing own funds. Under the transaction, Perceptron will become part of Atlas Copco's newly created division Machine Vision Solutions within the Industrial Technique business area. If the merger is consummated, the shares will be delisted from The Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934. Harbert Discovery Fund, LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc., Harbert Management Corporation, Jack Bryant, Kenan Lucas, Raymond Harbert, who collectively hold in the aggregate, as of September 25, 2020, approximately 10.5% of the outstanding shares entered into a voting and support agreement. Perceptron is subject to customary “no-shop” restrictions. The agreement contains certain termination rights and the parties may terminate the agreement if the merger is not consummated by June 27, 2021. The termination fee payable by Perceptron is $2.1 million. The transaction is subject to majority approval by Perceptron shareholders, customary closing conditions, CFIUS approval, antitrust Laws and regulatory approvals. The Board of Directors of Perceptron have unanimously approved the agreement and recommended all shareholders vote in favor of the transaction. The Board of Directors of Atlas Copco has also approved the transaction. As of December 8, 2020, the transaction was approved by the shareholders of Perceptron at its annual meeting of shareholders. The transaction is expected to close in the fourth quarter of 2020. XMS Capital Partners, LLC acted as the financial advisor and fairness opinion provider and Thomas S. Vaughn of Dykema Gossett PLLC acted as the legal advisor to Perceptron. Vallum Advisors LLC as the financial communications advisor to Perceptron on this transaction. Donald G. Kilpatrick, Stephen B. Amdur, William P. Atkins, Nora E. Burke, Jenny Y. Liu, Jessica Lutrin, Michael L. Sibarium, Brian F. McKenna, Matthew R. Rabinowitz, Rebecca Carr Rizzo, Cecilia Wang, Amy Y. Liu, Reza Zarghamee and Evan Storm of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisors for Atlas Copco. BNP Paribas SA (ENXTPA:BNP) acted as financial advisor to Atlas Copco AB. XMS Capital Partners, LLC will receive a fee of $1.25 million for its services, against which XMS will provide the company a total credit of $0.05 million. Company will pay $0.2 million for fairness opinion rendered. Okapi Partners LLC acted as the information agent to Perceptron, Inc. and will receive a fee of approximately $8,500 for its services. Atlas Copco North America LLC completed the acquisition of Perceptron, Inc. (NasdaqGM:PRCP) from Harbert Discovery Fund, LP, managed by Harbert Fund Advisors Inc. and others on December 21, 2020. Pursuant to the terms of the Merger Agreement, Perceptron's board of directors which includes John F. Bryant, Jay W. Freeland, Sujatha Kumar, C. Richard Neely, Jr., James A. Ratigan, and William C. Taylor ceased to be directors of the Company. The number of Directors which shall constitute the Board of Directors shall be three unless and until otherwise determined by a vote of a majority of the entire Board of Directors. Upon completion, Perceptron received all regulatory approvals and has become a wholly owned subsidiary of Atlas Copco.