2.35% of the issued and outstanding Company Shares as of the Expiration Time. On October 15, 2020, the Company, Parent and Merger Sub consummated the Offer, and payment for such Company Shares has been made to the Depositary and Paying Agent, which will transmit such payments to tendering Company stockholders whose Company Shares have been accepted for payment in accordance with the terms of the Offer.
Immediately following the consummation of the Offer on October 15, 2020, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and without a meeting or a vote of the Company’s stockholders, Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of Parent.
At the effective time of the Merger (the “Effective Time”) and as a result thereof, each Company Share issued and outstanding immediately prior to the Effective Time (other than (x) Company Shares held by the Company or any of its subsidiaries, including as treasury stock, or by Parent or any of its subsidiaries, including Company Shares acquired by Merger Sub in the Offer, and (y) Company Shares for which stockholders have properly exercised statutory appraisal rights pursuant to Section 262 of the DGCL) was canceled and converted automatically into the right to receive an amount in cash equal to the Offer Price, net of applicable withholding taxes and without interest.
In addition, pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding Company Option and Company RSU (each as defined in the Merger Agreement), whether vested or unvested, was canceled and converted into the right to receive, for each Company Share underlying such Company Option or Company RSU, a cash payment (subject to any applicable withholding tax) in an amount equal to the product of (x) the Offer Price (less any applicable exercise price) and (y) the number of Company Shares subject to such award. Each outstanding Company PSU (as defined in the Merger Agreement), was canceled and converted into the right to receive, in respect of the number of Company Shares underlying such Company PSU deemed earned based on projected performance against relevant performance goals based on July 2020 forecasts, a cash payment (subject to any applicable withholding tax) in an amount equal to the product of (x) the Offer Price and (y) such number of underlying Company Shares. Each outstanding Company Restricted Share (as defined in the Merger Agreement) was canceled and converted into the right to receive a cash payment (subject to any applicable withholding tax) equal to the Offer Price.
In connection with the consummation of the Offer and Merger, and subject to payments in respect of dissenting shares, the aggregate consideration paid by Parent and Merger Sub for all equity securities of the Company was approximately $791,839,532.00, without giving effect to related transaction fees and expenses. Parent and Merger Sub funded the consideration paid to stockholders in the Offer and pursuant to the Merger through a combination of equity financing from Sponsor and debt financing arranged by Royal Bank of Canada and RBC Capital Markets, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc.
The foregoing description of the Offer, the Merger and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 31, 2020 and is incorporated herein by reference.
