AEGION CORPORATION Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Notes is incorporated by reference into this Item 2.01.
At the effective time of the Merger (the "Effective Time") and in accordance
with the terms of the Merger Agreement, each share of common stock, par value
In connection with the Merger, each unvested restricted stock unit of the Company subject only to service-based vesting restrictions and each deferred stock unit outstanding as of immediately prior to the Effective Time, became fully vested and converted into the right to receive a cash payment equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of Common Stock subject to such unvested restricted stock unit or deferred stock unit. In connection with the Merger, each restricted stock unit subject to performance-based vesting restrictions outstanding as of immediately prior to the Effective Time became fully vested as to the greater of the number of such restricted stock units that would vest based on target performance level as of immediately prior to the Effective Time, or actual performance through the date immediately prior to the Effective Time and, in each case, converted into the right to receive a cash payment equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of Common Stock subject to such unvested restricted stock unit.
The foregoing description of the effects of the Merger and the Merger Agreement,
and the transactions contemplated thereby, 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. A copy of the Merger Agreement was attached as Exhibit 2.1
to the Company's Current Report on Form 8-K filed with the
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 3.01.
In connection with the completion of the Merger, the Company notified the
Additionally, the Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 is incorporated by reference into this Item 3.03.
In connection with the completion of the Merger, at the Effective Time, each outstanding share of the Common Stock (except as described in Item 2.01) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01, and holders of such Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by law.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and under Items 2.01 and 5.02 is incorporated by reference into this Item 5.01.
As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.
The aggregate consideration used by Parent to consummate the Merger (including
the funds required to pay for all equity securities of the Company in connection
with the Merger) was approximately
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Directors
In connection with the completion of the Merger (and not as a result of any
disagreement with the Company), at the Effective Time, each of the Company's
directors immediately prior to the Effective Time ceased to be directors of the
Company. In accordance with the terms of the Merger Agreement, immediately
following the Effective Time, the directors of Merger Sub immediately prior to
the Effective Time, which consisted of
Officers
In connection with the completion of the Merger (and not as a result of any
disagreement with the Company),
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached hereto as Exhibit 3.1, which is incorporated by reference into this Item 5.03.
Effective upon completion of the Merger, the bylaws of the Company were amended and restated to be in the form of the bylaws attached hereto as Exhibit 3.2, which is incorporated by reference into this Item 5.03.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of February 16, 2021 ,
among Carter Intermediate, Inc. , Carter Acquisition, Inc. and
Aegion Corporation (incorporated by reference to Exhibit 2.1
to Current Report on Form 8-K filed February 17, 2021 ).
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated
as of March 13, 2021 , among Carter Intermediate, Inc. , Carter
Acquisition, Inc. and Aegion Corporation (incorporated by
reference to Exhibit 2.1 to Current Report on Form 8-K filed
March 15, 2021 ).
2.3 Amendment No. 2 to the Agreement and Plan of Merger, dated
as of April 13, 2021 , among Carter Intermediate, Inc. , Carter
Acquisition, Inc. and Aegion Corporation (incorporated by
reference to Exhibit 2.1 to Current Report on Form 8-K filed
April 14, 2021 ).
3.1 Amended and Restated Certificate of Incorporation of Aegion
Corporation .
3.2 Amended and Restated By-laws of Aegion Corporation .
99.1 Press Release, dated May 17, 2021 .
104 Cover Page Interactive Data File - the cover page XBRL tags
are embedded within the Inline XBRL document.
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