VOCERA COMMUNICATIONS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
Consummation of the Offer is subject to various conditions set forth in the Merger Agreement, including (i) that the number of Shares validly tendered and not properly withdrawn is at least a majority of all Shares then outstanding; (ii) the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of any judgment, order or injunction or other legal restraint or prohibition imposed by any governmental authority of competent jurisdiction preventing the consummation of the Offer or the Merger (as defined below); (iv) the accuracy of the Company's representations and warranties contained in the Merger Agreement (except, in most cases, for inaccuracies that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Merger Agreement)); (v) the Company's performance in all material respects of its obligations under the Merger Agreement; (vi) the absence of a Company Material Adverse Effect and (vii) the other conditions set forth in Exhibit A to the Merger Agreement.
The Offer will remain open until one minute following
In the Merger, each outstanding Share (other than (i) Shares held in the treasury of the Company, (ii) Shares that were owned by Parent, Merger Sub or any subsidiary of Parent at the commencement of the Offer and are owned by Parent, Merger Sub or any subsidiary of Parent immediately prior to the effective time of the Merger (the "Effective Time"), (iii) Shares irrevocably accepted for purchase in the Offer and (iv) Shares as to which appraisal rights have been perfected in accordance with the DGCL) will be canceled and converted into the right to receive an amount in cash equal to the Offer Price, without interest (the "Merger Consideration"), less any applicable tax withholding. Immediately prior to the Effective Time, all unvested stock options (if any), unvested restricted stock units and unvested as-achieved performance stock units (as described below) will become fully vested and exercisable, if applicable, and at the Effective Time, each stock option, restricted stock unit and as-achieved performance stock unit will be canceled and converted into the right to receive an amount in cash equal to the Merger Consideration (or, in the case of stock options, the difference between the Merger Consideration and the applicable per share exercise price), without interest and less any applicable tax withholding. Immediately prior to the Effective Time, the achievement of any performance stock units that are unvested and outstanding for which the performance period has not been completed will be calculated pursuant to the terms of the applicable performance stock unit agreements, by using the Merger Consideration as the Company's share price to measure the applicable total shareholder return-based metric, and any such achieved performance stock units will then become fully vested, canceled and converted into the right to receive an amount in cash equal to the Merger Consideration as described above. Immediately prior to the Effective Time, the Company's Amended and Restated 2012 Employee Stock Purchase Plan ("Company ESPP") will terminate and any in-progress ESPP offering period will be shortened and the applicable purchase date with respect to such offering period will occur on the day immediately preceding the date on which the Offer Closing Time (as defined in the Merger Agreement) occurs. All Shares purchased under the Company ESPP will be treated identically to other outstanding Shares, such that they will be canceled and converted into the right to receive the Merger Consideration.
The board of directors of the Company (the "Board") has unanimously (i) determined that the Offer, the Merger, Merger Agreement and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the stockholders of the Company, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement and (iii) resolved, subject to the terms and conditions of the Merger Agreement, to recommend acceptance of the Offer by the stockholders of the Company.
The Merger Agreement contains customary representations and warranties by Parent, Merger Sub, and the Company. The Merger Agreement also contains customary covenants, including a covenant of the Company not to initiate, solicit or knowingly encourage any inquiries or submission of any alternative acquisition proposal, or to furnish information to, or participate in any discussions or negotiations with, any third party with respect to any such proposal, subject to customary exceptions for the Company to respond to unsolicited proposals to the extent the Board determines in good faith that an unsolicited proposal constitutes, or would reasonably be expected to result in, a Superior Company Proposal (as defined in the Merger Agreement) and the Company satisfies other requirements contained in the Merger Agreement.
--------------------------------------------------------------------------------
The Merger Agreement contains customary termination provisions, including the
right of the Company in certain circumstances and upon satisfaction of certain
conditions to terminate the Merger Agreement and accept a Superior Company
Proposal (as defined in the Merger Agreement). Upon the termination of the
Merger Agreement under specified circumstances, including if the Company
terminates the Merger Agreement to accept a Superior Company Proposal, the
Company will be required to pay Parent a termination fee of
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub, or Parent. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement and are qualified by information in confidential disclosures provided by the parties thereto in connection with the signing of the Merger Agreement. These disclosures include information that modifies, qualifies, and creates exceptions to the representations, warranties, and covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Merger Sub, and Parent, rather than establishing matters of fact and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations, warranties and covenants in the Merger Agreement may not constitute the actual state of facts about the Company, Merger Sub, or Parent and investors should not rely on such representations, warranties and covenants as actual facts. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties.
Additional Information and Where to Find It
The tender offer for the outstanding shares of common stock of
--------------------------------------------------------------------------------
Cautionary Notice Regarding Forward-Looking Statements
This Form 8-K contains "forward-looking statements" relating to the acquisition
of
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements. Actual results may differ materially
from current expectations because of risks associated with uncertainties as to
the timing of the Offer and the subsequent Merger; uncertainties as to how many
of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number 2.1 Agreement and Plan of Merger, dated as ofJanuary 6, 2022 , by and among Stryker Corporation,Voice Merger Sub Corp. , andVocera Communications, Inc. * 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the
request.
--------------------------------------------------------------------------------
© Edgar Online, source
