Item 5.01.
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Changes in Control of Registrant.
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On January 23, 2013, Purchaser completed its tender offer (the Offer) for all outstanding Shares of the Company, at a price of $16 per Share, net to the seller in cash (less any required
withholding taxes and without interest) (the Offer Price), pursuant to the terms of the Merger Agreement. The Offer expired at 12:00 midnight, New York City time, on January 22, 2012. The Company was advised by the depositary for
the Offer that, as of the expiration time of the Offer, a total of 13,554,419 Shares were
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validly tendered and not withdrawn (including Shares delivered through notices of guaranteed delivery), representing approximately 63.9% of the Shares outstanding on a fully diluted basis. On
January 23, 2013, Purchaser accepted for payment all Shares that were validly tendered and not withdrawn prior to the expiration time of the Offer (such time of acceptance, the Acceptance Time) and has delivered payment for such
Shares.
Purchaser acquired all of the remaining outstanding Shares of the Companys common stock by means of a merger
under Minnesota law. As a result of the purchase of shares in the Offer, Purchaser had sufficient voting power to approve the Merger without the affirmative vote of any other Company shareholder. In order to accomplish the Merger as a
short-form merger, Purchaser exercised the Top-Up Option, which permits Purchaser to purchase additional shares of common stock of the Company directly from the Company for $16 per share (the same purchase price paid in the offer). The
consummation of the Top-Up Option transaction took place on January 24, 2013. Following the Merger, the Company became a wholly-owned subsidiary of Parent, and each share of the Companys outstanding common stock was cancelled and
converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer.
The $216,870,704 in aggregate cash consideration payable to holders of Shares tendered during the Offer, and all cash payable to holders of Shares for Shares to be converted into the right to receive the
Offer Price upon the Merger was be provided through a mix of cash on hand, equity contributions from Parents existing shareholders, JAB Forest LLC and affiliates of BDT Capital Partners, LLC, and the issuance of debt to one of Parents
affiliates.
The other information required by Item 5.01(a) of Form 8-K is contained in (i) the Companys
Solicitation/Recommendation on Schedule 14D-9 originally filed by the Company with the Securities and Exchange Commission (the SEC) on December 21, 2012 (the Schedule 14D-9), which is included as Exhibit 20.1 to this
report, and (ii) the Tender Offer Statement on Schedule TO originally filed by Purchaser and Parent with the SEC on December 21, 2012 (the Schedule TO), which is included as Exhibit 20.2 to this report, and such information is
incorporated herein by reference.
The foregoing description of certain provisions of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company with the SEC on December 17, 2013.
The information set forth below in Item 5.02 is incorporated by reference into this Item 5.01.
Copies of the press releases issued by Parent on January 23, 2013, announcing Purchasers acceptance for payment of Shares validly tendered prior to the expiration of the Offer and on
January 24, 2013 announcing the completion of the Merger are attached as Exhibits 99.1 and 99.2 hereto and are incorporated by reference herein.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Pursuant to the terms of the Merger Agreement, on January 24, 2013, the directors of Purchaser immediately prior to the effective time of the Merger became the directors of the Company following the
Merger.
As of January 24, 2013, Joachim Creus, David Bell and Axel Bhat each assumed the role of director of the
Company. Information about the new directors is contained in Annex I to the Schedule 14D-9. At the time Messrs. Creus, Bell and Bhat assumed the role of director it had not yet been determined which committees, if any, of the Board of Directors of
the Company on which Messrs. Creus, Bell and Bhat would serve.
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The foregoing description of certain provisions of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on December 17, 2012.
The other information required by Item 5.02 of Form 8-K is contained in the Schedule 14D-9, including the Information Statement comprising Annex I thereto, which is included as Exhibit 20.1 to this
report, and such information is incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws;
Change of Fiscal Year.
On January 24, 2013, pursuant to the Merger, the Companys Third Amended and Restated
Articles of Incorporation were amended and restated (the Amended Charter) and the Companys Amended and Restated Bylaws were amended and restated (the Amended Bylaws).
The Amended Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The Amended Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.