Item 2.01 Completion of Acquisition or Disposition of Assets
On
At the effective time of the Merger (the "Effective Time") and as a result of
the Merger, each share of common stock of the Company ("Common Stock")
outstanding immediately prior to the Effective Time (other than dissenting
shares and shares owned by the Company, Buyer, Merger Sub or any direct or
indirect wholly owned subsidiary of Buyer or Merger Sub) was converted into the
right to receive
At the Effective Time and as a result of the Merger, each restricted stock unit
relating to shares of Common Stock (each, a "Company RSU"), other than the
Company PSUs (as defined below) that were outstanding under the
Any Company RSU and any Company RCU for which the number of shares of Common Stock underlying such award is determined based on the satisfaction of performance conditions (each, a "Company PSU" and "Company PCU," respectively, and together the "Performance Awards") were deemed to have vested or been earned, as applicable, as follows:
(i) for Performance Awards granted in 2019, as if a VWAP (as defined in the
applicable award agreement) of
(ii) for Performance Awards granted in 2020 and 2021, at the applicable target amount (100%).
At the Effective Time, each outstanding Performance Award were cancelled in exchange for the right to receive, within 15 business days following the Effective Time, an amount in cash (without interest) equal to the product of the Merger Consideration and the number of vested or earned shares of Common Stock represented by such Performance Award.
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 full
text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K with the
Item 8.01. Other Events.
On
Item 9.01 Exhibits (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofDecember 20, 2021 , by and among ASPResins Intermediate Holdings, Inc. ,ASP Resins Merger Sub, Inc. andHexion Holdings Corporation (incorporated by reference to Exhibit 2.1 of theHexion Inc. Current Report on Form 8-K (file no. 001-00071) filed onDecember 20, 2020 ) 99.1 News Release dated March, 15 2022 titled "Hexion Holdings Closes Transaction withAmerican Securities " 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.
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