Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on April 20, 2021, The Middleby Corporation, a Delaware
corporation ("Middleby"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Welbilt, Inc., a Delaware corporation ("Welbilt"),
Middleby Marshall Inc., a Delaware corporation and a direct wholly owned
subsidiary of Middleby ("Acquiror"), and Mosaic Merger Sub, Inc., a Delaware
corporation and a direct wholly owned subsidiary of Acquiror ("Merger Sub"),
which provided that, upon the terms and subject to the conditions set forth
therein, Merger Sub would merge with and into Welbilt, with Welbilt surviving as
an indirect, wholly-owned subsidiary of Middleby.
On July 13, 2021, Middleby announced that, under the terms of the Merger
Agreement, it would not exercise its right to propose any modifications to the
terms of the Merger Agreement and would allow the five-day match period to
expire. Accordingly, on July 14, 2021, Welbilt delivered to Middleby a written
notice terminating the Merger Agreement in accordance with Section 7.1(c)(iii)
of the Merger Agreement and, concurrently with Middleby's receipt of the
termination fee of $110 million in cash from Welbilt, the Merger Agreement was
terminated on July 14, 2021. As a result of the termination of the Merger
Agreement, the special meeting of Middleby's stockholders, which was scheduled
to be held on July 21, 2021, will not take place.
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 was filed as Exhibit 2.1 to the Current Report on Form
8-K that was filed with the Securities and Exchange Commission by Middleby on
April 21, 2021, and is incorporated by reference herein.
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