Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
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Under the terms of the Merger Agreement, Merger Subsidiary will merge with and into Nutex, with Nutex becoming a wholly-owned subsidiary of the Company (the "Merger").
In connection with the Merger Agreement, Nutex has entered into certain Contribution Agreements with holders of equity interests ("Nutex Owners") of subsidiaries and affiliates of Nutex and MHH (the "Nutex Subsidiaries") pursuant to which such Nutex Owners have agreed to contribute certain equity interests in the Nutex Subsidiaries to Nutex in exchange for specified equity interests in Nutex (collectively, the "Contribution Transaction").
Pursuant to the Merger Agreement, each unit representing an equity interest in
Nutex issued and outstanding immediately prior to the effective time of the
Merger but after the Contribution Transaction (collectively, the "Nutex
Membership Interests") shall be converted into the right to receive 3.571428575
(the "Exchange Ratio") shares of common stock ("Company Common Stock") of the
Company, par value
The aggregate number of Nutex Membership Interests outstanding immediately prior
to the Effective Time of the Merger will be equal to the aggregate EBITDA of
Nutex and the contributing percentages of the Nutex Subsidiaries for the
trailing 12-month period ended
The transaction was approved by the Board of Directors of the Company. Consummation of the Merger is subject to various closing conditions, including, among other things, approval by the stockholders of the Company and listing of the Company Common Stock on the Nasdaq Capital Market.
Each of the Company and Nutex has made various representations and warranties
and covenants in the Merger Agreement to the other party thereto. MHH is a party
for purposes of certain covenants and Nutex covenants to enforce the
contribution agreements in the Contribution Transaction and to compel MHH and
its affiliates to effect the contribution required, including to cause MHH and
all equity owners of MHH to contribute such equity owner's direct or indirect
interest in the applicable Nutex Subsidiary to Nutex under the terms of the
contribution agreement. In addition,
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The Company will be required to pay a termination fee of one percent (1%) of the total Merger Consideration in the event that (i) a Parent Alternative Proposal (as defined in the Merger Agreement) is made to the Company stockholders or otherwise publicly disclosed, (ii) (A) the Company terminates the Merger Agreement to accept a Superior Proposal (as defined in the Merger Agreement) or if the Company's stockholders do not approve the Merger or (B) Nutex terminates the Merger Agreement if an Adverse Recommendation Change (as defined in the Merger Agreement) occurred, if the Company's stockholders do not approve the Merger or the Board changes its recommendation to the Company's stockholders to approve the Merger and (iii) within 12 months after the termination of the Merger Agreement, the Company enters into or consummates an Alternative Proposal.
The Merger Agreement provides that
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is filed herewith as Exhibit 99.1 and which is incorporated herein by reference.
The foregoing description of the Merger Agreement and the Merger and other transactions contemplated thereby may contain forward-looking statements, including information about management's view of future expectations, plans and prospects for the Company and projections concerning the combined organization following the Merger. In particular, words such as "predicts," "believes," "expects," "intends," "seeks," "estimates," "plans," "anticipates" and "is projected to" and similar conditional expressions and future or conditional verbs such as "will," "may," "might," "should," "would" and "could" are intended to identify forward-looking statements. In addition, our representatives may from time to time make oral forward-looking statements. Any such statements, other than those of historical fact, are forward-looking statements. Such statements are based on the current expectations and certain assumptions of the Company's management. Such statements are subject to a variety of known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company, which could cause the actual results, performance or achievements of the Company and its subsidiaries to be materially different than those that may be expressed or implied in such statements or anticipated on the basis of historical trends. Unknown or unpredictable factors also could have material adverse effects on the Company's future results. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, undue reliance should not be placed on these forward-looking statements. The forward-looking statements included herein are made only as of the date hereof. The Company undertakes no obligation to update or revise these forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made, except as required . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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In connection with the Employment Agreement Amendment, the Company is obligated
to pay to
The foregoing description of the Employment Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Employment Agreement Amendment which are attached as Exhibits 99.2 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
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The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.3 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section and is not to be incorporated by reference into any filings of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Agreement and Plan of Merger dated as ofNovember 23, 2021 amongClinigence Holdings, Inc. ,Nutex Acquisition LLC ,Nutex Health Holdco LLC ,Micro Hospital Holding LLC (solely for the purposes of certain Sections ),Nutex Health LLC (solely for the purposes of certain Sections) andThomas T. Vo in his capacity as the Nutex Representative 99.2 Employment Agreement Amendment dated as ofNovember 22, 2021 betweenClinigence Holdings, Inc. , andWarren Hosseinion 99.3 Press Release datedNovember 24, 2021 4
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