MARRONE BIO INNOVATIONS, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The foregoing description of the Merger Agreement is only a summary, does not
purport to be complete and is subject to and qualified in its entirety by
reference to the full text of the Merger Agreement, which was filed as exhibit
2.1 to the Company's Current Report on Form 8-K filed with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company notified the
Nasdaq Capital Market ("Nasdaq") that each outstanding share of Company Common
Stock was converted into the right to receive the Merger Consideration and
requested that Nasdaq withdraw the listing of the Company Common Stock. Upon the
Company's request, Nasdaq filed a notification of removal from listing on Form
25 with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each share of Company Common Stock outstanding immediately prior to the Effective Time, other than shares of Company Common Stock owned by Parent, the Company or any direct or indirect wholly owned subsidiary of Parent or the Company, were cancelled and extinguished and automatically converted into the right to receive the Merger Consideration.
Also at the Effective Time:
(i) each outstanding restricted stock unit award relating to shares of Company
Common Stock (a "Company RSU") (that is not a Company RSU that provides for
settlement and issuance of shares of Company Common Stock in connection with a
change in control of the
(ii) each outstanding Company RSU that was vested immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the transactions contemplated by the Merger Agreement), each Change in Control Settled RSU (whether or not vested) and each unvested Company RSU held by a non-employee and non-consultant director of the Company was settled immediately before the Effective Time by way of the issuance of one share of Company Common Stock for each such Company RSU and such shares of Company Common Stock was converted into the right to receive the Merger Consideration;
(iii) each outstanding option to purchase Company Common Stock (a "Company Option") that was unvested as of immediately prior to the Effective Time (and did not vest as a result of the consummation of the transactions contemplated by the Merger Agreement) and each Company Option that was outstanding and vested as of immediately prior to the Effective Time (or that vested as a result of the consummation of the transactions contemplated by the Merger Agreement) for which the exercise price per share is equal to or greater than the Cash Equivalent Consideration (as defined in the Merger Agreement) (a "Rolled Vested Option"), was assumed by Parent (each, an "Assumed Option), with each such Assumed Option being subject to substantially the same terms and conditions, except that (A) the number of Parent ordinary shares subject to each Assumed Option is equal to the product of (x) the number of shares of Company Common Stock underlying such Company Option as of immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, and (B) the per share exercise price of each Assumed Option is equal to the quotient determined by dividing (x) the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio;
(iv) each Company Option, other than a Rolled Vested Option, that was outstanding and vested as of immediately prior to the Effective Time (or vested as a result of the consummation of the transactions contemplated by the Merger Agreement) was cancelled and converted into the right to receive the Merger Consideration in respect of each "net" share underlying such Company Option, which is the quotient obtained by dividing (A) the product of (x) the excess of the Cash Equivalent Consideration (as defined in the Merger Agreement) over the per share exercise price of such Company Option multiplied by (y) the number of shares subject to such Company Option by (B) the Cash Equivalent Consideration (as defined in the Merger Agreement); and
(v) each outstanding warrant to purchase Company Common Stock expired.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, at the Effective Time, the Company became a wholly-owned subsidiary of BIOX.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement, all of the directors and officers of the Company prior to the Effective Time ceased to be directors or officers of the Company effective as of the Effective Time.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time: (1) the Company's Fourth Amended and Restated Certificate
of Incorporation was amended and restated in accordance with the Merger
Agreement, in connection with which the Company's name was changed from
A copy of the Fifth Amended and Restated Certificate of Incorporation of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofMarch 16, 2022 , by and among Bioceres Crop Solutions Corp.,BCS Merger Sub, Inc. , andMarrone Bio Innovations, Inc. (incorporated by reference to Exhibit 2.1 toMarrone Bio Innovations' Current Report on Form 8-K filed onMarch 16, 2022 ). 3.1 Fifth Amended and Restated Certificate of Incorporation ofPro Farm Group, Inc. 3.2 Amended and Restated Bylaws ofPro Farm Group, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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