Item 1.01 Entry into a Material Definitive Agreement.
On
The Merger Agreement provides, among other things, that upon the terms and
subject to the conditions set forth in the Merger Agreement, (1)
Merger Agreement
Pursuant to the terms of, and subject to the satisfaction or valid waiver of the
conditions set forth in, the Merger Agreement, the aggregate consideration to be
paid by the Company to acquire all of the equity interests in OTB at the closing
of the Transaction (the Closing) is approximately
Conditions to the Transaction
The Closing is subject to certain customary closing conditions, including, among other things, the accuracy of the representations and warranties in the Merger Agreement as of the Closing, the retention of certain key employees, that no material adverse effect has occurred in relation to OTB or the Company, and that no legal or regulatory restraint or prohibition preventing the consummation of the Transaction is in effect. The Closing is expected to occur in the third quarter of 2022.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations, warranties, agreements and covenants, including, among other things, covenants that OTB will conduct its business in the ordinary course and refrain from taking certain actions until the consummation of the Transaction, covenants regarding access to information and confidentiality, and other customary covenants and agreements.
Termination of the Merger Agreement
The Merger Agreement may be terminated under certain circumstances, including by
either the Company or OTB if (i) the Transaction is not consummated by
2 --------------------------------------------------------------------------------
Treatment of Outstanding OTB Options
In connection with the Closing, each outstanding in-the-money option to purchase shares of OTB, whether or not vested, will automatically be cancelled and converted into the right of such optionholder to receive: (1) an amount in cash equal to the product of (a) the difference of (i) the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement), minus (ii) the per share exercise price for such option, multiplied by (b) the number of shares of OTB subject to such option and (2) such optionholder's portion of the Contingent Consideration (as defined in the Merger Agreement), in each case subject to applicable tax withholding.
Additional Information
The foregoing description of 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 is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference. A copy of the Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any factual information about the Company or OTB.
The Merger Agreement contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Merger Agreement reflect negotiations between the parties to the Merger Agreement and are not intended as statements of fact to be relied upon by the Company's stockholders . . .
Item 3.02 Unregistered Sales ofEquity Securities .
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Subject to the terms and conditions of the Merger Agreement, at the Closing, the Company will issue the Stock Consideration. These shares of the Company's Class A common stock will be issued in a transaction not involving a public offering and in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act).
3 --------------------------------------------------------------------------------
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed "filed" for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended (the Exchange Act), except as expressly set forth by specific reference in such a filing.
© Edgar Online, source