INDEPENDENCE HOLDING COMPANY Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Effect of the Merger on the Company Common Stock
At the effective time of the Merger (the "Effective Time"), each issued and
outstanding share of Common Stock (other than certain excluded shares as
described in the next sentence) was cancelled and converted into the right to
receive
Treatment of Company Equity Awards
At the Effective Time:
·each outstanding option to purchase shares of Common Stock ("Stock Option")
granted under the Company's 2016 Stock Incentive Plan, as amended (the "2016
Plan") (whether vested or unvested), was cancelled and converted into the right
to receive an amount in cash, without interest, equal to the product of (i) the
number of shares of Common Stock subject to such Stock Option immediately prior
to the Effective Time and (ii) the excess, if any, of (x) the Merger
Consideration of
·each outstanding stock appreciation right ("SAR") granted under the 2016 Plan
was cancelled and converted into the right to receive an amount in cash, without
interest, equal to the product of (i) the number of shares of Common Stock
linked to such SAR immediately prior to the Effective Time and (ii) the excess
of (x) the Merger Consideration of
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
·each outstanding restricted stock unit ("RSU") granted under the 2016 Plan, . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in Item 2.01 of this report is incorporated herein by reference.
Prior to the close of trading on
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The Company also intends to file with the
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth in Items 2.01 and 3.01 of this report is incorporated herein by reference.
At the Effective Time, the Company's stockholders immediately before the
Effective Time ceased to have any rights in the Company as stockholders, other
than their right to receive (i) the Merger Consideration (other than the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 2.01 of this report is incorporated herein by reference.
In connection with the consummation of the Merger,
Also, at the Effective Time, the officers of the Company immediately prior to the Effective Time became the initial officers of the surviving corporation.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 2.01 of this report is incorporated herein by reference.
Effective upon completion of the Merger, the Company's certificate of incorporation and bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety as contemplated by the Merger Agreement. The full text of the Third Amended and Restated Certificate of Incorporation of the Company and Amended and Restated Bylaws of the Company are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this report and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth in Item 2.01 of this report is incorporated herein by reference.
Pursuant to the Merger Agreement and applicable law, the approval of the
proposal to adopt the Merger Agreement required the approval of both (i) holders
of a majority of the issued and outstanding shares of Common Stock at the close
of business on
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
shares of Common Stock held by the
On
According to the report of the inspector of elections, at the Special Meeting,
the proposal to adopt the Merger Agreement was approved by (i) approximately
90.40% of the issued and outstanding shares of Common Stock at the close of
business on the Record Date and (ii) approximately 72.89% of the issued and
outstanding shares of Common Stock at the close of business on the Record Date,
other than shares of Common Stock held by the
The tally of the votes for the Company Stockholder Vote is as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 13,344,120 39,868 7,000 0
The tally of the votes for the Unaffiliated Stockholder Vote is as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 3,808,836 39,868 7,000 0
In addition, at the Special Meeting, the non-binding, advisory proposal to approve certain compensation arrangements for the Company's named executive officers in connection with the Merger (the "Compensation Proposal") was approved by approximately 80.54% of the shares of Common Stock present or represented by proxy at the Special Meeting and entitled to vote thereon.
The tally of the votes for the Compensation Proposal is as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 11,888,688 1,251,069 251,231 0 Item 8.01 Other Events.
On
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibit 2.1. Agreement and Plan of Merger, dated
Exhibit 3.1. Third Amended and Restated Certificate of Incorporation
of
Exhibit 3.2. Amended and Restated By-laws ofIndependence Holding Company . * Exhibit 99.1. Press Release .* * Filed herewith.
© Edgar Online, source
