Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On May 24, 2022, pursuant to the terms of the Merger Agreement and in accordance with the Pennsylvania Business Corporation Law of 1988, as amended, Merger
Sub merged with and into Intricon (the “Merger”) with Intricon continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the “Surviving Corporation”).
In the Merger, each share of common stock of Intricon (“Common Stock”) that was issued and outstanding immediately prior to the effective time of the
Merger (the “Effective Time”) (other than Rollover Shares (as defined below) or shares of Common Stock (a) held in treasury of the Company, (b) owned by any subsidiary of the Company, or owned by Parent, Merger Sub or any other subsidiary of
Parent or (c) held by a holder who is entitled to, and who has perfected, appraisal rights for such shares under Pennsylvania law) was converted automatically into the right to receive an amount of cash equal to $24.25 (the “Merger Consideration”),
without interest, subject to any required withholding of taxes.
In addition, pursuant to the Merger Agreement, at the Effective Time: (a) each outstanding and unexercised option to purchase Common Stock (“Stock Option”),
all of which were fully vested, automatically was cancelled and converted into the right to receive an amount of cash (without any interest thereon, and less applicable withholding taxes) equal to the product of (i) the total number of shares of
Common Stock then underlying such Stock Option multiplied by (ii) the excess of the Merger Consideration over the exercise price per share of such Stock Option to purchase shares of Common Stock that was unexpired, unexercised, and outstanding as of
immediately prior to the Effective Time and (b) each outstanding and unvested restricted stock unit (“RSU”) automatically vested in full (except that performance-based vesting RSUs vested at the applicable target level) and was cancelled and
automatically converted into the right to receive an amount of cash (without any interest thereon, and less applicable withholding taxes) equal to the product of (i) the total number of shares of Common Stock then underlying such RSU multiplied by
(ii) the Merger Consideration.
As permitted by the Merger Agreement, the Company and certain directors and officers of Intricon, referred to as the “Rollover Shareholders,” entered
into agreements with IIN Holdings LLC, a Delaware limited liability company and an affiliate of Parent (“IIN Holdings”), pursuant to which immediately prior to the Effective Time, the Rollover Shareholders contributed to IIN Holdings a total of
136,084 shares of Common Stock, referred to as the “Rollover Shares,” and, in exchange for such Rollover Shares, IIN Holdings issued to the Rollover Shareholders an equivalent number of Class A units of IIN Holdings.
Parent paid, or caused to be paid, an aggregate of approximately $237.5 million in cash in the Merger, without giving effect to related transaction fees and
expenses, and funded the payments required to complete the Merger with a combination of the proceeds of equity financing provided by funds affiliated with Altaris, co-investors and debt financing sources.
The foregoing descriptions of the Merger and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full
text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Intricon’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2022, which is incorporated herein by reference.
The information set forth in the Introductory Note above and in Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by
reference.