Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
In connection with the completion of the Merger, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, at the effective time of the Merger on
Pursuant to the Merger Agreement, immediately prior to the Effective Time, (i) each outstanding stock option of the Company (an "Option") vested and was cancelled and converted into the right to receive (without interest) an amount in cash equal to the excess, if any, of the Merger Consideration over such stock option's exercise price, less applicable taxes required to be withheld with respect to such payment (with outstanding stock options whose exercise price is equal to or greater than the Merger Consideration cancelled for no consideration or payment) (the "Option Consideration"), (ii) each outstanding share of Restricted Stock, restricted share unit of the Company (other than a performance-based share unit (any such arrangement, a "PSU")), deferred share unit, phantom share unit or similar stock right of the Company (each such arrangement, other than any PSU, a "Share Unit") became vested and was
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cancelled and the holder of each such Share Unit became entitled to receive (without interest) an amount in cash equal to (x) the total number of shares of Company Common Stock subject to such Share Unit immediately prior to the Effective Time multiplied by (y) the Merger Consideration, less applicable taxes required to be withheld with respect to such payment (the "Share Unit Consideration") and (iii) each outstanding PSU of the Company became vested and was cancelled and the holder of each such PSU became entitled to receive (without interest) an amount in cash equal to (x) the number of shares of Company Common Stock subject to such PSU immediately prior to the Effective . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Item 3.03 Material Modification of Rights of Security Holders.
The information set forth under Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Pursuant to the Merger Agreement, at the Effective Time, the holders of Company Common Stock outstanding immediately before the Merger (other than the Cancelled Shares, the Dissenting Shares and the Restricted Stock) ceased to have any rights as stockholders of the Company (other than the right to receive the Merger Consideration). Pursuant to the Merger Agreement, immediately prior to the Effective Time, the holders of Options, Share Units and PSUs ceased to have any rights as stockholders of the Company (other than the right to receive the Option Consideration, the Share Unit Consideration and the PSU Consideration, respectively).
Item 5.01 Changes in Control of Registrant.
The information set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the Effective Time, each of the directors of the Company in office
immediately prior to the Effective Time, namely
Also at the Effective Time, the following individuals became the directors of
the Company:
Immediately following the Effective Time, the executive officers of the Company
ceased to serve in their respective roles as officers of the Company and the
following individuals became the officers of the Company:
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(President and Chief Executive Officer),
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMay 11, 2021 , by and amongFerro Corporation ,PMHC II Inc. andPMHC Fortune Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed byFerro Corporation onMay 11, 2021 ) 99.1 Press Release ofFerro Corporation , datedApril 21, 2022 104 The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language).
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