CERNER CORPORATION

(CERN)
Delayed Nasdaq  -  04:00 2022-06-07 pm EDT
94.92 USD   -0.05%
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CERNER CORP : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

06/08/2022 | 08:57am EDT

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Offer and withdrawal rights expired as scheduled at 12:00 midnight, Eastern Time, at the end of the day on June 6, 2022 (such date and time, the "Expiration Time"). According to American Stock Transfer & Trust Company, LLC, the depositary for the Offer, as of the Expiration Time, 194,816,290 Shares had been validly tendered into and not validly withdrawn from the Offer, representing approximately 66.0% of the outstanding Shares (not including 9,464,299 Shares delivered through Notices of Guaranteed Delivery, representing approximately 3.2% of the outstanding Shares). The number of Shares validly tendered (and not validly withdrawn) pursuant to the Offer satisfied the condition to the Offer that there be validly tendered (and not validly withdrawn) prior to the Expiration Time a number of Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guaranteed delivery procedures) that, together with any Shares owned by Oracle, Parent or Merger Subsidiary, represents a majority of the aggregate number of Shares issued and outstanding immediately prior to the first time Merger Subsidiary accepts any Shares for payment pursuant to the Offer. Accordingly, the Minimum Condition to the Offer has been satisfied. As a result of the satisfaction or waiver of the conditions to closing and each of the other conditions to the Offer, Merger Subsidiary has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

On June 8, 2022, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law ("DGCL"), Merger Subsidiary merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and becoming an indirect, wholly owned subsidiary of Oracle.

At the effective time of, and as a result of, the Merger (the "Effective Time") and pursuant to the terms and subject to the conditions of the Merger Agreement, each Share issued and outstanding immediately prior to the Effective Time was converted into the right to receive the Offer Price, in cash, without interest thereon and subject to any required tax withholding, other than (1) Shares held by Cerner as treasury stock or owned by Oracle, Parent, Merger Subsidiary or any subsidiary of Cerner, or (2) Shares held by stockholders who properly exercised appraisal rights in accordance with Section 262 of the DGCL.

In addition, at the Effective Time and as a result of the Merger and without any action on the part of the holders thereof, pursuant to the terms and subject to the conditions of the Merger Agreement, the unvested portion of each (1) option to purchase shares of common stock ("Stock Options"); (2) share of restricted stock of the Company ("Restricted Stock"); (3) award of restricted stock units of the Company ("RSUs"); and (4) award of performance share units of the Company ("PSUs," and together with the Stock Options, Restricted Stock, and RSUs, the "Compensatory Awards") that was outstanding immediately prior to the Effective Time and held by a person who was an employee of the Company or any of its subsidiaries immediately prior to the Effective Time was assumed by Oracle and converted automatically at the Effective Time into a corresponding option, share of restricted stock, restricted stock unit, or performance share unit, as the case may be, denominated in shares of Oracle's common stock. The number of shares of Oracle's common stock subject to these awards and the per share exercise price or purchase price was adjusted based on an exchange ratio determined by dividing the Merger Consideration by the average closing price of Oracle's common stock on the New York Stock Exchange over the five trading days immediately preceding (but not including) the date on which the Effective Time occurs (rounded down to the nearest whole share and rounded up to the nearest whole cent, respectively). At the Effective Time, the vested portion (including . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, Cerner notified the Nasdaq Stock Market LLC ("Nasdaq") on June 8, 2022 that the Merger was consummated, and requested that Nasdaq (i) suspend trading of the common stock of Cerner as of before the open of trading on June 8, 2022, and (ii) file a notification of delisting of the Company's common stock from the Nasdaq and deregistration of Cerner's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 with the SEC. Cerner intends to file a certification on Form 15 with the SEC to cause Cerner's reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The information disclosed under Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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Item 5.01 Changes in Control of Registrant.

As a result of Merger Subsidiary's acceptance for payment on June 8, 2022 of all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer, and the consummation of the Merger pursuant to Section 251(h) of the DGCL on June 8, 2022, a change in control of Cerner occurred and Cerner now is an indirect, wholly owned subsidiary of Oracle.

The information disclosed under Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors and Officers

In connection with the Merger, at the Effective Time, each of the Company's directors immediately prior to the Effective Time ceased to be directors of the Company. Following the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time, Brian S. Higgins, the sole director of Merger Subsidiary immediately prior to the Effective Time of the Merger, became the sole director of the surviving corporation.

Following the Merger and pursuant to the terms of the Merger Agreement, at the Effective Time of the Merger on June 8, 2022, the officers of Merger Subsidiary immediately prior to the Effective Time of the Merger became the officers of the surviving corporation following the Effective Time, with Dorian E. Daley appointed as President of the surviving corporation and Brian S. Higgins appointed as Senior Vice President of the surviving corporation.

Employee Stock Purchase Plan

In accordance with the terms of the Merger Agreement, Cerner's 2011 Associate Stock Purchase Plan terminated immediately prior to the Effective Time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety as the certificate of incorporation in the form prescribed by the Merger Agreement and bylaws of Merger Subsidiary in effect immediately prior to the Effective Time. The amended and restated certificate of incorporation and amended and restated bylaws of the surviving corporation are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

d) Exhibits

Exhibit
Number                                    Description

2.1            Agreement and Plan of Merger, dated as of December 20, 2021, by and
             among Cerner Corporation, Oracle Acquisition LLC, Cedar Acquisition
             Corporation and Oracle Corporation (incorporated by reference to
             Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the
             SEC on December 22, 2021)

3.1            Amended and Restated Certificate of Incorporation of Cerner
             Corporation

3.2            Amended and Restated Bylaws of Cerner Corporation

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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