RAVEN INDUSTRIES, INC. Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
In connection with the consummation of the Merger, on
Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The information set forth under the "Introductory Note" and under Items 3.03, 5.01, 5.02, 5.03 and 8.01 hereof are incorporated herein by reference.
At the effective time of the Merger (the "Effective Time") and as a result of
the Merger, each share of common stock of the Company ("Company Stock")
outstanding immediately prior to the Effective Time was converted into the right
to receive
Furthermore, at the Effective Time and as a result of the Merger, each outstanding stock option was canceled, and the holder thereof was entitled to receive a cash payment equal to (i) the excess, if any, between the Merger Consideration and the applicable exercise price of such option, multiplied by (ii) the number of shares of common stock underlying such option. In addition, each outstanding restricted stock unit, whether vested or not vested, was canceled, and the holder thereof was entitled to receive a cash payment equal to the product of the Merger Consideration and the number of shares of Company Stock represented by such restricted stock unit (in the case of performance-based restricted stock units, the applicable performance conditions were deemed to have been earned at the greater of (i) the amount based on the "target" performance and (ii) the amount based on the "actual" performance). Each outstanding deferred stock unit, whether vested or not vested, was canceled, and the holder thereof was entitled to receive a cash payment equal to the product of the Merger Consideration and the number of shares of Company Stock represented by such deferred stock unit. Any accrued but unpaid dividends granted with respect to each restricted stock or deferred stock unit vested and the holder thereof was entitled to payment of such dividends.
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 full
text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K with the
Item 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING
On
Item 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The information set forth under the "Introductory Note" and Items 2.01, 3.01, 5.01, 5.02 and 5.03 hereof are incorporated herein by reference.
Item 5.01 CHANGES IN CONTROL OF REGISTRANT
As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of CNH Industrial. The information set forth under the "Introductory Note" and Items 2.01, 3.03, 5.02 and 5.03 hereof are incorporated herein by reference.
Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
In accordance with the terms of the Merger Agreement, and effective as of the
Effective Time, each of
Item 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement, the articles of incorporation and the bylaws of
the Company were amended and restated, effective
Item 8.01 other events
On
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJune 20, 2021 , among the Company, CNH Industrial and Merger Subsidiary (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onJune 24, 2021 ). 3.1 Amended and Restated Articles of Incorporation of the Surviving Corporation. 3.2 Amended and Restated Bylaws of theSurviving Corporation . 99.1 Press Release of CNH Industrial, datedNovember 30, 2021 . 104 Cover page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
By: /s/ Jacob Wurth
Jacob Wurth
Controller and Treasurer© Edgar Online, source
