BSQUARE : Acquisition/Asset Disposal - Form 8-K

Item 2.01.

Completion of Acquisition or Disposition of Assets.

As previously disclosed, on October 11, 2023, Bsquare Corporation, a Washington corporation ("Bsquare"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Kontron America, Incorporated, a Delaware corporation ("Kontron"), and Kontron Merger Sub., Inc., a Delaware corporation and a wholly owned subsidiary of Kontron ("Purchaser"). In accordance with the terms of the Merger Agreement, Purchaser commenced a tender offer to purchase all outstanding shares of common stock, no par value (the "Shares"), of Bsquare, at a price of $1.90 per Share, net in cash, without interest (less any required withholding taxes) (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 2023 (together with any amendments or supplements thereto, the "Offer to Purchase") and the related Letter of Transmittal (together with any amendments or supplements thereto, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer").

On December 7, 2023, Kontron announced the completion of the Offer. The Offer expired one minute after 11:59 p.m. Eastern Time, on December 6, 2023 (the "Expiration Date"). According to Broadridge Corporate Issuer Solutions, LLC, the depositary for the Offer (the "Depositary"), as of the Expiration Date, a total of 14,093,157 Shares had been validly tendered into and not withdrawn from the Offer, representing approximately 70.9% of the outstanding Shares as of the Expiration Date and an additional 386,424 Shares were tendered pursuant to guaranteed delivery procedures, representing an additional approximately 1.9% of the outstanding Shares as of the Expiration Date. The aggregate number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement) under the Offer. All conditions to the Offer have been satisfied or waived, and Purchaser has accepted for payment all Shares validly tendered into the Offer and not properly withdrawn.

On December 7, 2023, as a result of its acceptance of, and payment for, the Shares tendered in the Offer, Purchaser acquired a sufficient number of shares of Common Stock to consummate the merger of Merger Sub with and into Bsquare (the "Merger"), without a vote of the shareholders of Bsquare pursuant to Section 23B.11.030(9)(f) of the Washington Business Corporation Act (the "WBCA") and Section 252 of the Delaware General Corporation Law (the "DGCL"). Accordingly, following the completion of the Offer, Parent and Merger Sub effected the Merger pursuant to Section 23B.11.030(9)(f) of the WBCA and Section 252 of the DGCL on December 7, 2023. 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 then held by Kontron, Purchaser or any other wholly owned subsidiary of Kontron, all of which were canceled and retired, and (ii) Shares that were held by shareholders of Bsquare who properly exercised their dissenters' rights under Section 23B.13of the WBCA) were converted automatically into the right to receive an amount of cash equal to the Offer Price, without interest (less any required withholding taxes) from Purchaser.

In addition, pursuant to the Merger Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of the holders:

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Any outstanding and unexercised compensatory option to purchase Shares, whether or not vested (collectively, "Company Options"), which had a per share exercise price that was less than the Offer Price (each, an "In the Money Option"), was cancelled and converted into the right to receive a cash payment equal to (i) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Share under such In the Money Option, (ii) multiplied by the total number of Shares subject to such In the Money Option immediately prior to the Effective Time (without regard to vesting).

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Each Company Option, other than an In the Money Option that was then outstanding and unexercised, whether or not vested (each, an "Out of the Money Option"), was cancelled for no consideration, and all rights with respect to such Out of the Money Option were terminated.

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Each then outstanding and vested restricted stock unit with respect to Shares ("Company RSU"), was canceled and converted into the right to receive a cash payment equal to the product of (i) the Offer Price and (ii) the number of Shares subject to such vested Company RSU.

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Each then outstanding and unvested Company RSU was cancelled for no consideration, and all rights with respect to such unvested Company RSU were terminated as of the Effective Time.

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Each then outstanding and vested performance vesting restricted stock unit with respect to Shares ("Company PSU"), was canceled and converted into the right to receive a cash payment equal to the product of (i) the Offer Price and (ii) the number of Shares subject to such Company PSU (which for clarity vest only upon satisfaction of minimum price and service requirements therein), and (ii) each then outstanding and unvested Company PSU was cancelled for no consideration, and all rights with respect to such unvested company PSU was terminated as of the Effective Time.

As a result of the consummation of the Merger, Kontron indirectly acquired all of the assets of Bsquare and its subsidiaries.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.