Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and under Item 5.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.01.
The Merger became effective on December 1, 2020, when the certificate of merger
of MobileIron and Merger Sub was filed with the Secretary of State of the State
of Delaware (the "Effective Time"). At the Effective Time, each share of
MobileIron's common stock that was outstanding immediately prior to the
Effective Time (other than shares of common stock (1) held by MobileIron as
treasury stock, (2) owned by Ivanti or Merger Sub, (3) owned by any direct or
indirect wholly owned subsidiary of Ivanti or Merger Sub or (4) held by
stockholders who properly and validly exercised their statutory rights of
appraisal under Section 262 of the Delaware General Corporation Law (the
"DGCL")) was canceled and converted into the right to receive cash in the amount
equal to $7.05, without interest and less any applicable withholding taxes (the
"Per Share Merger Consideration").
At the Effective Time, each outstanding vested restricted stock unit ("RSU"),
performance stock unit ("PSU") and option granted by MobileIron was cancelled
and converted into the right to receive cash equal to (A) the aggregate number
of shares of MobileIron's common stock subject to such RSU, PSU or option, as
applicable, multiplied by (B) the Per Share Merger Consideration (less the
exercise price in the case of vested options) (the "Award Consideration"). Each
outstanding RSU, PSU or option that was not vested at the Effective Time but
that was subject to acceleration was cancelled and converted into the right to
receive an amount in cash equal to the Award Consideration pursuant to the terms
of the Merger Agreement, a portion of which will be paid after the Effective
Time in accordance with the terms of the applicable award agreement. Each
outstanding RSU, PSU or option that was not vested and that did not
automatically accelerate at the closing of the Merger was cancelled without
consideration.
The foregoing description of the Merger, the Merger Agreement and the related
transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the full text of the Merger
Agreement, a copy of which was filed as Exhibit 2.1 to MobileIron's Current
Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC")
on September 28, 2020 and which is incorporated by reference into this Item
2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, MobileIron notified The
NASDAQ Global Select Market ("Nasdaq") on December 1, 2020 of the effectiveness
of the Merger and of its intent to remove MobileIron's common stock from listing
on Nasdaq and requested that Nasdaq file with the SEC a Notification of Removal
from Listing under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") on Form 25 to delist and deregister the shares of
MobileIron's common stock. In accordance with Nasdaq requirements, trading of
MobileIron's common stock was halted prior to the opening of trading on December
1, 2020 and suspended following the closing of trading on December 1, 2020.
Nasdaq filed the Form 25 with the SEC on December 1, 2020.
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On the effective date of the Form 25, MobileIron will file with the SEC a
certification on Form 15 under the Exchange Act to deregister MobileIron's
common stock under Section 12(b) of the Exchange Act and to suspend MobileIron's
reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
Pursuant to the Merger Agreement, at the Effective Time, each share of
MobileIron's common stock that was outstanding immediately prior to the
Effective Time (other than shares of common stock (1) held by MobileIron as
treasury stock, (2) owned by Ivanti or Merger Sub, (3) owned by any direct or
indirect wholly owned subsidiary of Ivanti or Merger Sub or (4) held by
stockholders who properly and validly exercised their statutory rights of
appraisal under Section 262 of the DGCL) was canceled and converted into the
right to receive the Per Share Merger Consideration. Upon the Effective Time,
MobileIron's stockholders immediately prior to the Effective Time ceased to have
any rights as stockholders in MobileIron (other than their right to receive the
Per Merger Consideration) and, accordingly, no longer have any interest in
MobileIron's future earnings or growth.
The information set forth in the Introductory Note and under Items 2.01, 3.01,
5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant
As a result of the Merger, Ivanti acquired 100% of the voting securities of
MobileIron and MobileIron became a wholly owned subsidiary of Ivanti. As a
result of the Merger, a change in control of MobileIron has occurred. The
aggregate purchase price paid for all equity securities of MobileIron was
approximately $872,178,170.45.
The information set forth in the Introductory Note and under Items 2.01, 5.02
and 5.03 of this Current Report on Form 8-K is incorporated by reference into
this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Departure of Directors; Election of Directors; Appointment of Officers
In connection with the consummation of the Merger, all of the members of
MobileIron's board of directors (the "Board") resigned from the Board and from
all committees of the Board on which such directors served, effective as of the
Effective Time. These resignations were not a result of any disagreements
between MobileIron and the former directors on any matter relating to
MobileIron's operations, policies or practices. Upon consummation of the Merger
on December 1, 2020, pursuant to the Merger Agreement the directors of Merger
Sub immediately prior to the Effective Time, consisting of Jeff Abbott and
Michael McClellan, became the directors of MobileIron. Also in accordance with
the terms of the Merger Agreement, at the Effective Time, the executive officers
of MobileIron were effectively removed and replaced by the executive officers of
Merger Sub, effective at the Effective Time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the consummation of the Merger and in accordance with the
terms of the Merger Agreement, at the Effective Time, the amended and restated
certificate of incorporation of MobileIron was amended and restated as provided
in the Merger Agreement (the "Amended and Restated Certificate"). The Amended
and Restated Certificate is attached as Exhibit 3.1 hereto and incorporated by
reference into this Item 5.03. Also in connection with the consummation of the
Merger and in accordance with the terms of the Merger Agreement, at the
Effective Time, the amended and restated bylaws of MobileIron were amended and
restated to conform to the bylaws of Merger Sub as in effect immediately prior
to the Effective Time (the "Amended and Restated Bylaws"). The Amended and
Restated Bylaws of the Surviving Corporation are attached as Exhibit 3.2 hereto
and incorporated by reference into this Item 5.03.
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Item 9.01. Exhibits.
2.1* Agreement and Plan of Merger, dated as of September 26, 2020, by and among
MobileIron, Inc., Ivanti, Inc., and Oahu Merger Sub, Inc. (incorporated by
reference to Exhibit 2.1 to Current Report on Form 8-K filed by MobileIron,
Inc., on September 28, 2020)
3.1 Amended and Restated Certificate of Incorporation of MobileIron, Inc.
3.2 Amended and Restated Bylaws of MobileIron, Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
*Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Agreement
and Plan of Merger have been omitted and MobileIron, Inc. agrees to furnish
supplementally a copy of any such omitted schedules to the SEC upon request.
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