Item 1.01 Entry into a Material Definitive Agreement.
Introduction
On
Merger Agreement
On
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof and in accordance with Section 251 of the General Corporation
Law of the
Subject to the provisions of the Merger Agreement, immediately prior the closing
of the Merger, the parties shall file a Certificate of Merger with respect to
the Merger as contemplated by Section 251 of the DGCL, together with any
required related certificates, filings or recordings, with the Secretary of
State of the
The board of directors of the Company (the "Board") has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
At the Effective Time, (i) all shares of common stock of the Company ("Company
Common Stock") that are owned, directly or indirectly, by Buyer, the Company
(including shares held as treasury stock or otherwise) or Merger Sub immediately
prior to the Effective Time shall be automatically cancelled and shall cease to
exist and no consideration shall be delivered in exchange therefor, (ii) each
share of Company Common Stock issued and outstanding immediately prior to the
Effective Time (each, a "Share") (other than shares to be cancelled in
accordance with the terms of the Merger Agreement and shares owned by holders
that have exercised their appraisal rights under
The Merger Agreement provides that, at the Effective Time, (i) each outstanding stock option to acquire shares of Company Common Stock (each, a "Company Stock Option"), whether or not then vested or exercisable, will be cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock issuable upon the exercise of such Company Stock Option as of immediately prior to the Effective Time, (ii) each outstanding share of restricted stock of the Company (each, a "Company RSA") will fully vest and become free of restrictions or repurchase rights and the holder thereof shall then become entitled to receive a cash payment, without interest and less applicable tax withholding, equal to the Per Share Merger Consideration, and (iii) each outstanding restricted
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stock unit that is subject to performance-based vesting (each, a "Company PSU") will be cancelled in exchange for a cash payment, without interest and less applicable tax withholding, equal to the product of (A) the Per Share Merger Consideration, multiplied by (B) the number of units with respect to each Company PSU determined based on the achievement of the applicable performance goals through the date immediately preceding the Effective Time. Any Company Stock Option that has an exercise price per share that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time without payment of any consideration.
The Merger Agreement contains representations, warranties and covenants by the parties customary for a transaction of this nature. Among other things, during the period between the execution of the Merger Agreement and the earlier of the consummation of the Merger or termination of the Merger Agreement, the Company has agreed to conduct its business in the ordinary course consistent with past practice and has agreed to certain other operating covenants, as set forth more . . .
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth under the "Amendment to Tax Benefits Preservation Plan" header under "Item 1.01 Entry into a Material Definitive Agreement" is hereby incorporated by reference in this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In contemplation of entering into the Merger Agreement, and contingent upon entering into the Merger Agreement, the Compensation Committee of the Board (the "Committee") approved full vesting acceleration of the Company RSAs to occur immediately prior to the consummation of the Contemplated Transactions.
The Committee also approved transaction bonus payments for certain senior level
management employees, other than
In connection with the Contemplated Transactions and subject to their
consummation, the Company and
In connection with the Contemplated Transactions and subject to their
consummation, employment agreements between the Company and certain employees,
including the named executive officers
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responsibilities solely and directly resulting from the Company ceasing to be a
publicly-traded company. Additionally, the definition of good reason in
The foregoing descriptions of the form of transaction bonus agreement, the
amendment to
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMarch 5, 2020 , by and amongThe Meet Group, Inc. , aDelaware corporation, eHarmonyHolding, Inc. , aDelaware corporation,Holly Merger Sub, Inc. , aDelaware corporation and direct, wholly owned Subsidiary of Buyer and NCG NuCom Group SE, a European stock corporation. * 4.1 Amendment No. 1, dated as ofMarch 5, 2020 , to the Tax Benefits Preservation Plan, dated as ofOctober 4, 2019 , by and betweenThe Meet Group, Inc. andAction Stock Transfer Corporation , as Rights Agent. 10.1 Form of Transaction Bonus Agreement. 10.2 Amendment to Employee Performance Share Award Agreements, effective as of the date immediately prior to the consummation of the Contemplated Transactions, amending the Employee Performance Share Award Agreements, dated as ofApril 9, 2018 andApril 4, 2019 , by and betweenThe Meet Group, Inc. andGeoff Cook . 10.3 Amendment No. 4 to Employment Agreement, amending the Employment Agreement betweenThe Meet Group, Inc. andGeoff Cook . 10.4 Fifth Amendment to Employment Agreement amending the Employment Agreement betweenThe Meet Group, Inc. andGeoff Cook . 10.5 Amendment No. 1 to Employment Agreement, dated as ofMarch 2, 2018 , by and betweenThe Meet Group, Inc. andJames Bugden . 10.6 Amendment No. 1 to Employment Agreement, dated as ofMarch 2, 2018 , by and betweenThe Meet Group, Inc. andMichael Johnson . 99.1 Press Release, datedMarch 5, 2020 . * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.The Company agrees to furnish a copy of any omitted schedule to theSEC upon request. 5
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Cautionary Statement
This document contains forward-looking statements, including statements
regarding the proposed acquisition of the Company by Buyer. From time to time,
oral or written forward-looking statements may also be included in other
information released to the public. These forward-looking statements are
intended to provide management's current expectations or plans for our future
operating and financial performance, based on assumptions currently believed to
be valid. Forward-looking statements often contain words such as "may," "can,"
"could," "would," "should," "expects," "anticipates," "estimates," "intends,"
"plans," "believes," "seeks," "will," "is likely to," "scheduled," "positioned
to," "continue," "forecast," "aim," "goal," "target," "predicting,"
"projection," "potential" or similar expressions, although not all
forward-looking statements contain these words. Forward-looking statements may
include references to goals, plans, strategies, objectives, projected costs or
savings, anticipated future performance, results, events or transactions of the
Company and the expected timing of the proposed transaction with Buyer and other
statements that are not strictly historical in nature. These forward-looking
statements are based on management's current expectations, forecasts and
assumptions and could ultimately prove inaccurate. This means the
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from those expressed or implied
in the forward-looking statements, including, but not limited to: uncertainties
as to the timing of the merger; uncertainties as to how many of the Company's
stockholders will vote in favor of the merger; the possibility that competing
offers will be made; the ability to receive the required consents and regulatory
approvals for the proposed transaction and to satisfy the other conditions to
the closing of the transaction on a timely basis or at all, including the
required regulatory clearances under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR), the Bundeswettbewerbsbehörde (
Additional Information and Where to Find It
This Current Report on Form 8-K may be deemed to be solicitation material in
respect of the proposed transaction. In connection with the merger and with the
solicitation of proxies for the special meeting of stockholders,
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the Company's website at the Investor Relations section of
http://ir.themeetgroup.com/CorporateProfile/ or at the
PARTICIPANTS IN THE SOLICITATION
The Company, Buyer and their respective directors and executive officers and
other members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. Information
about the Company's directors and executive officers is available in the
Company's Annual Report on Form 10-K for the fiscal year ended
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