Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
The Merger Agreement provides that, upon the terms and subject to the conditions
set forth in the Merger Agreement, Parent has agreed that Merger Subsidiary will
commence a cash tender offer (the "Offer") to acquire all of the issued and
outstanding shares of the Company's common stock ("Common Stock") for a purchase
price of
At the effective time of the Merger (the "Effective Time"), 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 ("Performance Awards," and together with the Stock
Options, Restricted Stock, and RSUs, the "Compensatory Awards") that is
outstanding immediately prior to the Effective Time and held by a person who is
an employee of the Company or any of its subsidiaries immediately prior to the
Effective Time will be 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. These assumed Compensatory
Awards will be subject to terms and conditions that are identical to those
applicable to such Compensatory Awards as in effect at the Effective Time,
except that the number of shares of Oracle's common stock subject to these
awards and the per share exercise price or purchase price will be adjusted based
on an exchange ratio determined by dividing the Merger Consideration by the
average closing price of Oracle's common stock on the
The Merger will be governed by Section 251(h) of the General Corporation Law of
the
Any performance metrics relating to any Performance Award that, immediately prior to the Effective Time, remain subject to the achievement of such performance metrics will be deemed achieved at the greater of (1) target levels as of immediately prior to the Effective Time or (2) levels based on actual achievement of pro-rated performance goals through the Effective Time. Any Performance Awards that are deemed earned in accordance with the foregoing sentence will then (following the vesting of any Performance Award, in whole or in part, pursuant to its terms as a result of the transactions contemplated by the Merger Agreement) be subject to vesting based on continued service with the Company, Parent, Oracle or their respective subsidiaries through the scheduled vesting dates applicable to such awards.
Merger Subsidiary has agreed, subject to the terms and conditions of the Merger Agreement, to commence the Offer as promptly as reasonably practicable, but in no event later than 20 business days, after the date of the Merger Agreement. The consummation of the Offer will be conditioned on there having been validly tendered into and not withdrawn from the Offer a number of shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) that,
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together with any shares of Common Stock owned by Oracle, Parent or Merger
Subsidiary immediately prior to the first time as of which the Merger Subsidiary
accepts any shares of Common Stock for payment pursuant to the Offer, represents
a majority of the issued and outstanding shares of Common Stock. Subject to the
terms and conditions of the Merger Agreement, Merger Subsidiary shall extend the
Offer in the event that the Offer conditions are not satisfied on or prior to
the Initial Expiration Date (as defined in the Merger Agreement) to permit
satisfaction of the conditions. The consummation of the Offer is also
conditioned on (1) receipt of certain regulatory approvals, including expiration
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and, if applicable, approval under certain foreign antitrust laws,
including the
The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its subsidiaries after the date of the Merger Agreement and prior to the closing of the Merger. The Company is also subject to customary restrictions on its ability to solicit acquisition proposals from third parties and to provide information to, and enter into discussions or negotiations with, third parties regarding the acquisition of the Company. However, the solicitation restrictions are subject to a customary "fiduciary out" provision that allows the Company, under certain circumstances, to provide information to, and enter into discussions or negotiations with, third parties with respect to the acquisition of the Company if the Company's board of directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be a breach of its fiduciary duties to the stockholders of the Company under applicable law. The Company covenants to provide notice of, information regarding and customary matching rights to Parent for competing proposals.
The Merger Agreement contains certain termination rights for the Company and
Parent, including the right of the Company to terminate the Merger Agreement to
accept a Superior Proposal (as defined in the Merger Agreement) after complying
with certain requirements. In addition, either party may terminate the Merger
Agreement if the Merger is not consummated on or before
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1, and is incorporated into this report by this reference.
The Merger Agreement contains representations and warranties by each of Parent, Merger Subsidiary and the Company. These representations and warranties were made solely for the benefit of the parties to the Merger Agreement and: . . .
Item 7.01 Regulation FD Disclosure.
On
The information in Item 7.01 of this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and
In addition, please refer to the documents that
Additional Information about the Acquisition and Where to Find It
In connection with the proposed acquisition, Oracle will commence a tender offer
for the outstanding shares of
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tendering their shares. The Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all holders of
shares of
.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofDecember 20, 2021 , by and amongCerner Corporation ,OC Acquisition LLC ,Cedar Acquisition Corporation and Oracle Corporation* 99.1 Joint Press Release ofCerner Corporation and Oracle Corporation, datedDecember 20, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain of the exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) and 601(b)(2) of Regulation S-K.The Company agrees to furnish supplementally a copy of any omitted exhibits and schedules to theSEC upon its request.
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