SHARPS COMPLIANCE CORP. Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
The Board of Directors of the Company determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger (as defined below), are fair to and in the best interests of the Company's stockholders, and unanimously approved the Merger Agreement and the transactions contemplated thereby, and recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer.
Unless the Offer is extended in accordance with the terms of the Merger
Agreement, the Offer will expire one (1) minute following
The obligation of Merger Sub to purchase Shares tendered in the Offer is subject to certain closing conditions, including, (i) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), (ii) there having been validly tendered and not withdrawn the number of Shares that, together with the Shares, if any, then owned by Parent or any of its subsidiaries, would represent at least one Share more than fifty percent (50%) of the number of Shares that are then issued and outstanding (determined on a fully-diluted basis) (the "Minimum Condition"), (iii) the accuracy of the Company's representations and warranties contained in the Merger Agreement (subject, in certain cases, to Material Adverse Effect (as defined in the Merger Agreement) and materiality qualifiers), (iv) the Company's performance of or compliance with its obligations, covenants and agreements under the Merger Agreement in all material respects, and (v) the absence, since the date of the Merger Agreement, of any event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
As soon as practicable after the consummation of the Offer and the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), pursuant to Section 251(h) of the Delaware General Corporation Law ("DGCL"), with the Company being the surviving corporation (the "Surviving Corporation"). In the Merger, each Share that is not tendered and irrevocably accepted pursuant to the Offer will be cancelled and converted into the right to receive cash in an amount equal to the Offer Price, without interest (the "Merger Consideration") and subject to any required withholding of taxes, other than Shares (i) held in the treasury of the Company, (ii) owned directly or indirectly by Parent or Merger Sub immediately prior to the effective time of the Merger (the "Effective Time"), or (iii) held by stockholders
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who have properly exercised their appraisal rights under
Neither the Offer nor the Merger is subject to a financing condition.
At the Effective Time, each Company stock option granted under any Company stock
plan, whether vested or unvested or exercisable, that is outstanding immediately
prior to the Effective Time will be cancelled and, in exchange therefor, the
At the Effective Time, each restricted stock award granted under any Company stock plan, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled and, in exchange therefor, will be converted automatically into and will thereafter represent the right to receive the Merger Consideration with respect to each Share subject to the cancelled Company restricted stock award.
The Company has agreed to customary covenants to conduct the business of the Company and its subsidiaries in the ordinary course of business consistent with past custom and practice until the Effective Time or the date that the Merger Agreement is terminated in accordance with its terms. The Company has, among other things, also agreed not to (i) solicit, initiate, endorse, or knowingly encourage or knowingly facilitate any inquiry, proposal, or offer with respect to, or the making or completion of, any third party Acquisition Proposal (as defined in the Merger Agreement), or any proposal or offer that is reasonably likely to lead to any third party Acquisition Proposal, (ii) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information or data with respect to, or otherwise cooperate in any way with, any third party Acquisition Proposal, or (iii) . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
On
The Bylaws were amended by adding new Article 14, "Forum for Adjudication of
Disputes" that requires that, unless the Company, in writing, selects or
consents to the selection of an alternative forum, the sole and exclusive forum
for any current or former stockholder (including any current or former
beneficial owner) to bring internal corporate claims (as defined below), to the
fullest extent permitted by law, and subject to applicable jurisdictional
requirements, shall be the
The foregoing description of the amendment to the Bylaws does not purport to be complete is qualified in all respects by reference to the full text of the Bylaws, as amended to reflect the change described above, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated into this Item 5.03 by reference.
Item 8.01. Other Events.
On
Notice to Investors
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This Current Report on Form 8-K is being filed in accordance with the
requirements of the Exchange Act and is neither a recommendation, an offer to
purchase nor a solicitation of an offer to sell any shares of common stock of
the Company or any other security, nor is it a substitute for the tender offer
materials that Parent and Merger Sub will file with the
Forward-Looking Statements
The information in this Current Report on Form 8-K contains forward-looking
statements relating to the Offer and Merger, and other statements about Parent,
Merger Sub and the Company that are based on current beliefs, expectations and
assumptions made by, and information currently available to, the Company's
management on the date of this Current Report on Form 8-K. When used in this
Current Report on Form 8-K, the words "may," "could," "potential," "anticipate,"
"believe," "expect," "estimate," and "intend" and words or phrases of similar
import, as they relate to the Offer or the Company, are intended to identify
forward-looking statements. Such statements reflect known and unknown risks,
uncertainties, and assumptions related to certain factors, including, without
limitation, changes in facts and circumstances and other risks, uncertainties
and assumptions concerning the Offer and the subsequent Merger, including
whether the Offer and the subsequent Merger will close; the timing of the
closing of the Offer and subsequent Merger; strategic and other potential
benefits of the transactions; the ability of the parties to satisfy the various
conditions to the consummation of the Offer or the subsequent Merger, including
the outcome of the regulatory reviews of the transactions and obtaining HSR
approval, the percentage of outstanding shares that will be tendered in the
Offer, the ability of the parties to complete the transactions; the ability of
the parties to meet other closing conditions; the potential effects of the
transactions; the outcome of legal proceedings (if any) that may be instituted
against Parent, Merger Sub, the Company and/or others related to the
transactions; unexpected costs or unexpected liabilities that may result from
the transactions, whether or not consummated; the possibility that competing
offers will be made; the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement, including in
circumstances which would require the Company to pay a termination fee or other
expenses; effects of disruption from the announcement or pendency of the
transactions making it more difficult to maintain relationships with employees,
customers, suppliers, and other business partners; risks related to diverting
management's attention from the Company's ongoing business operations, and other
general risks facing the Company's business and operations, including with
respect to regulatory submissions, competitive factors, general economic
conditions, customer relations, relationships with vendors, governmental
regulation and supervision, seasonality, distribution networks, product
introductions and acceptance, technological change, changes in industry
practices, onetime events and other factors described herein including the
impact of the coronavirus COVID-19 pandemic on the Company's operations and
financial results; and those risks factors and other cautionary statements in
the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
other filings with the
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Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected, or intended. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. Do not place undue reliance on any forward-looking statements. Understand that it is not possible to predict or identify all such factors and as such do not consider the preceding list or the risk factors to be a complete list of all potential risks and uncertainties. All such forward-looking statements speak only as of the date they are made. None of the Company, Parent, Merger Sub or any affiliates thereof undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, subsequent events or circumstances, or otherwise, except as may be required by any applicable securities laws.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
2.1* Agreement and Plan of Merger, dated as of July 12, 2022, by and among
Raven Buyer, Inc., Raven Houston Merger Sub, Inc., and Sharps Compliance
Corp.
3.1 Amend ment to Amended and Restated Bylaws of Sharps Compliance
Corp., effective July 11 , 2022
10.1 Tender and Support Agreement, dated as of July 12 ,
2022 , by and among Raven Buyer, Inc., Raven Houston Merger Sub, Inc.,
and certain directors and executive officers of Sharps Compliance Corp.
99.1 Press Release, dated as of July 12 , 2022
104.0 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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