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Merger Agreement
3 Months Ended
Sep. 30, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Merger Agreement

19. Merger Agreement

 

On September 27, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Atlas Copco North America LLC, a Delaware limited liability company (“Parent”), and Odyssey Acquisition Corp., a wholly owned subsidiary of Parent (“Merger Subsidiary”), providing for the merger of Merger Subsidiary with and into the Company (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.  

 

At the effective time of the Merger, each issued and outstanding share of common stock of the Company immediately prior to the Effective Time (other than shares owned by the Company) shall be converted into the right to receive $7.00 per share in cash, without interest (the “Merger Consideration”).  Immediately prior to the effective time of the merger, subject to the terms and conditions of the Merger Agreement, each outstanding and unexercised stock option, restricted stock unit, and performance share unit shall automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and converted into the right to receive (without interest) from the Company an amount in cash based in part on the options, restricted stock units, or performance share units held immediately prior to the effective date.  

 

The Board of Directors of the Company (the “Board”) has unanimously determined that the Merger Agreement and the Transactions contemplated thereby, including the Merger, are advisable and in the best interests of the Company and its shareholders and the Board has resolved to recommend to the shareholders of the Company that they vote in favor of the approval of the Merger Agreement and the Merger.

 

The Merger is subject to customary closing conditions, including shareholder and regulatory approvals.

 

The Merger Agreement contains certain termination rights for each of the Company and Parent. In addition to their respective termination rights, and subject to certain limitations, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by June 27, 2021.

 

Upon termination of the Merger Agreement in accordance with its terms, under specified circumstances, the Company could be required to pay Parent a termination fee of $2,100,000.  

 

If the Merger is consummated, the Shares will be delisted from The Nasdaq Stock Market LLC (Nasdaq Global Market) and deregistered under the Securities Exchange Act of 1934.