Item 1.02 Termination of a Material Definitive Agreement.
On February 9, 2021, in connection with the transactions contemplated by the
Merger Agreement, the Company terminated the Amended and Restated Credit
Agreement (the "Credit Agreement"), dated January 27, 2020, by and among the
Company, the subsidiary guarantors party thereto, the lenders from time to time
party thereto and Truist Bank (successor to SunTrust Bank), as administrative
agent for the lenders and as issuing bank and swingline lender, and the Amended
and Restated Security and Pledge Agreement, dated January 27, 2020, entered into
by the Company and each subsidiary guarantor party thereto in favor of Truist
Bank, as administrative agent, for the benefit of the holders of the obligations
under the Credit Agreement. In connection with the termination, the Company
repaid all of the outstanding obligations in respect of principal, interest and
fees under the Credit Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, on December 23, 2020, Purchaser commenced a
tender offer (the "Offer") to acquire all of the outstanding shares of common
stock, par value $0.001 per share, of the Company ("Shares"), for $72.00 per
Share, net to the seller in cash (the "Offer Price"), without interest and less
any applicable withholding taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated December 23, 2020 (as amended or
supplemented), and the related letter of transmittal.
The Offer expired at 12:00 midnight, New York time, on February 9, 2021 (the
"Expiration Time"), (one minute after 11:59 p.m., New York time on February 8,
2021), as scheduled, and was not extended. American Stock Transfer & Trust
Company, LLC, the depositary and paying agent in the Offer (the "Depositary and
Paying Agent"), advised Purchaser that, as of the Expiration Time, a total of
27,182,062 Shares (excluding Shares with respect to which notices of guaranteed
delivery were delivered) had been validly tendered and not withdrawn pursuant to
the Offer, representing approximately 78.96% of the outstanding Shares. As a
result, on February 9, 2021, Purchaser accepted for payment (such time of
acceptance for payment, the "Offer Acceptance Time") all such Shares validly
tendered and not withdrawn pursuant to the Offer on or prior to the Expiration
Time, and payment for such Shares was made on February 9, 2021 to the Depositary
and Paying Agent, which will act as agent for tendering stockholders for the
purpose of receiving payments for tendered Shares and transmitting such payments
to tendering stockholders whose Shares have been accepted for payment, in
accordance with the terms of the Offer. The Depositary and Paying Agent also
advised Parent and Purchaser that, as of the Expiration Time, it received
notices of guaranteed delivery with respect to 1,569,222 additional Shares,
representing approximately 4.56% of the outstanding Shares.
On February 9, 2021, pursuant to the terms of the Merger Agreement, Purchaser
merged with and into the Company, with the Company continuing as the surviving
corporation (the "Merger"). Upon completion of the Merger, the Company became a
wholly owned subsidiary of Parent. The Merger was effected without a vote or
meeting of the Company stockholders pursuant to Section 251(h) of the Delaware
General Corporation Law (the "DGCL"). At the effective time of the Merger (the
"Effective Time"), each Share issued and outstanding immediately prior to the
Effective Time (other than (i) Shares owned by any stockholders who properly
exercised their appraisal rights under Section 262 of the DGCL in connection
with the Merger, and (ii) Shares owned by the Company, Parent, Purchaser, or
Koninklijke Philips N.V., a corporation organized under the laws of The
Netherlands, which Shares will be cancelled and cease to exist) was
automatically cancelled and converted into the right to receive an amount in
cash equal to the Offer Price, without interest and less any applicable
withholding taxes.
The aggregate consideration paid by Purchaser in the Offer and Merger was
approximately $2.75 billion, including related transaction fees and expenses.
Parent and Purchaser funded the payment of Shares from cash on hand.
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The foregoing summary description of the Merger Agreement and related
transactions does not purport to be complete and is qualified in its entirety by
reference to the terms of the Merger Agreement, which was filed as Exhibit 2.1
to the Current Report on Form 8-K filed by the Company with the SEC on
December 21, 2020, and is incorporated by reference into this Item 2.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing.
As a result of the transactions described in Item 2.01 of this Current Report on
Form 8-K, which description is incorporated by reference into this Item 3.01, on
February 9, 2021, the Company (i) notified the NASDAQ Global Select Market
("Nasdaq") of the consummation of the Merger and (ii) requested that Nasdaq file
with the SEC a Form 25 Notification of Removal from Listing and/or Registration
to delist and deregister the Shares under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company also intends
to file with the SEC a Form 15 requesting that the Company's reporting
obligations under Section 13 and 15(d) of the Exchange Act be suspended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.03.
Item 5.01 Change in Control of Registrant.
The information set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01.
As a result of the completion of the Offer, a change of control of the Company
occurred at the Offer Acceptance Time. Upon the consummation of the Merger, the
Company became a subsidiary of Parent.
The total amount of funds required to purchase all outstanding Shares in the
Offer and to provide funding in connection with the Merger was approximately
$2.68 billion, without giving effect to related transaction fees and expenses.
Parent and Purchaser funded the payment of Shares from cash on hand.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements to Certain Officers.
In connection with the Merger, each of Kirk Gorman, Joseph H. Capper, Anthony J.
Conti, Laura Dietch, Joseph A. Frick, Colin Hill, Tiffany Olson, Stephan
Rietiker, M.D., Rebecca W. Rimel, and Robert J. Rubin, M.D. resigned as
directors of the Company's Board of Directors (the "Board") and from all
committees of the Board on which such directors served, effective as of the
Effective Time. In accordance with the terms of the Merger Agreement, the
directors of Purchaser immediately prior to the Effective Time, which consisted
of Ling Liu and Joseph E. Innamorati, became the directors of the Company
immediately after the Effective Time. Biographical and other information with
respect to the new directors of the Company is set forth in Annex A to the Offer
to Purchase, dated December 23, 2020 (together with any amendments and
supplements thereto), a copy of which is attached as Exhibit (a)(1)(i) to the
Tender Offer Statement on Schedule TO filed with the SEC by Parent and Purchaser
on December 23, 2020 (together with any amendments and supplements thereto),
which is incorporated herein by reference.
In connection with the Merger, each of the officers of the Company immediately
prior to the Effective Time continued in their positions with the Company after
the Effective Time.
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Item 9.01. Financial Statements and Exhibits.
Exhibits (d).
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated December 18, 2020, by and among
BioTelemetry, Inc., Philips Holding USA Inc. and Davies Merger Sub,
Inc. (incorporated herein by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by BioTelemetry, Inc. on December 21, 2020).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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