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Subsequent Events
6 Months Ended
Jun. 30, 2021
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On July 14, 2021, the Company and Ali Holding S.r.l. (“Ali Group”), a significant and diversified global foodservice equipment manufacturer and distributor, entered into a merger agreement under which Ali Group will acquire the Company in an all-cash transaction for $24.00 per share, or approximately $3.5 billion in aggregate equity value and $4.8 billion in enterprise value. The merger agreement has been unanimously approved by the Company's board of directors.

The merger agreement with Ali Group, which is not conditioned on financing, is expected to close in early 2022, subject to the satisfaction of customary closing conditions, including the approval of the Company's stockholders, the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of applicable approvals under certain foreign competition, antitrust or merger control laws.

In accordance with the terms of the merger agreement and immediately prior to the merger:
(i)    all of the Company's outstanding and unvested common stock options and restricted stock units will become vested and exchanged for the right to receive cash equal to the $24.00 per share consideration (less the exercise price per share of common stock for the common stock options), and
(ii)    all of the Company's outstanding performance share units will also be exchanged, as determined assuming the maximum level of performance is achieved, for the right to receive cash equal to the $24.00 per share consideration,

Upon completion of the transaction, the Company's shares will no longer trade on The New York Stock Exchange.

The Company agreed to be acquired by Ali Group, after the Company's board of directors determined that Ali Group's all-cash bid was superior to The Middleby Corporation's ("Middleby") proposed stock-for-stock acquisition pursuant to the Middleby merger agreement executed on April 20, 2021. In conjunction with the Ali Group merger agreement, the Company also terminated the Middleby merger agreement and per the terms of the Middleby merger agreement, Ali Group has paid Middleby the $110.0 million termination fee on the Company's behalf as agreed to in the Ali Group merger agreement.

The Ali Group merger agreement provides that the Company may be required to pay Ali Group a termination fee equal to $110.0 million if the merger agreement is terminated:
(i)    by Ali Group following an adverse recommendation change of the Company's board of directors, the failure by the Company to include its board recommendation to approve the merger in the Company's proxy statement or any other material violation by the Company of the non-solicitation covenant,
(ii)    by the Company to enter into an agreement in respect of a superior proposal, and
(iii)    (a) by Ali Group due to a breach of a covenant or agreement by the Company that causes the failure of a condition to closing,
(b) by either party if the Merger has not been consummated prior to July 14, 2022 (subject to extension if certain approvals have not been obtained by such date) or
(c) by either party due to failure to obtain the approval of the Company's stockholders, if, in the case of clauses (a), (b) or (c), an alternative proposal has been publicly disclosed, announced or otherwise made public and has not been withdrawn and within twelve months of such termination the Company enters into a definitive agreement with respect to, or consummates, an alternative proposal.

The Ali Group merger agreement further provides that if the Merger Agreement is terminated in certain circumstances, the Company will reimburse Ali for its payment, on the Company’s behalf, of the $110.0 million termination fee to Middleby in connection with terminating the Middleby merger agreement.

If the Ali Group merger agreement is terminated by either the Ali Group or the Company due to the Company’s failure to receive the requisite approval of its stockholders, the Company will then be required to reimburse Ali Group for up to $20.0 million of expenses incurred in connection with the transaction (including any expenses incurred by Ali Group related to its financing). In circumstances in which a termination fee later becomes payable by the Company, any expense reimbursement previously paid by the Company will be credited against such termination fee.