Item 1.01. Entry into a Material Definitive Agreement
On
The execution by the Company of the Merger Agreement followed a determination by
the Company Board that the proposal from Ali reflected in the Merger Agreement
constituted a Company Superior Proposal, as defined in the previously announced
Agreement and Plan of Merger, dated as of
Subject to the terms and conditions set forth in the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each share of common stock,
par value
Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, (i) each outstanding option to purchase Company Common Stock, whether vested or unvested, will be converted into the right to receive an amount in cash equal to the per share Merger Consideration less the exercise price per share of Company Common Stock of such option, (ii) each outstanding restricted stock award and restricted stock unit award with respect to Company Common Stock will automatically be vested and converted into the right to receive an amount in cash equal to the per share Merger Consideration, and (iii) each outstanding performance stock unit award with respect to Company Common Stock will automatically be converted into the right to receive an amount in cash equal to the product of the per share Merger Consideration and the number of shares of Company Common Stock earned pursuant to such performance stock unit award, assuming the maximum level of performance is achieved ((i), (ii), and (iii) collectively, the "Converted Awards").
The Company has agreed not to directly or indirectly solicit alternative proposals and to terminate all existing discussions, negotiations and communications with any persons with respect to any alternative proposal. However, the Company Board may, subject to certain conditions, respond to unsolicited proposals from third parties and withdraw its recommendation in favor of adoption of the Merger Agreement or terminate the Merger Agreement, in each case, if, in connection with the receipt of an alternative proposal, the Company Board determines in good faith that (x) such alternative proposal constitutes a superior proposal and (y) a failure to effect such a withdrawal of recommendation would be reasonably likely to be inconsistent with its fiduciary duties. In addition, the Company Board may withdraw its recommendation (but not terminate the Merger Agreement) if, in connection with a material event or circumstance occurring after the date of the Merger Agreement that was not known or foreseeable as of the date of the Merger Agreement, it determines in good faith that a failure to effect such a withdrawal of recommendation would be reasonably likely to be inconsistent with its fiduciary duties.
The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including (i) approval and adoption of the Merger Agreement by the Company's stockholders, (ii) expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of applicable approvals under certain foreign competition, antitrust or merger control laws, (iii) there being no law or order prohibiting consummation of the Merger, (iv) subject to specified materiality standards, the accuracy of the representations and warranties of the parties, (v) compliance by the parties in all material respects with their respective covenants, (vi) the absence of a material adverse effect with respect to each of Ali and the Company, and (vii) the delivery of an officer's closing certificate by both parties. The completion of the Merger is not conditioned on receipt of financing by Ali.
Ali and the Company have made customary representations and warranties in the
Merger Agreement. The Merger Agreement also contains customary covenants and
agreements, including covenants and agreements relating to (a) the conduct of
the Company's business between the date of the signing of the Merger Agreement
and the consummation of the Merger, (b) the efforts of the parties to cause the
Merger to be completed, (c) obligations to convene and hold the Company's
stockholder meeting to obtain approval and adoption of the Merger Agreement and
(d) obligations to cooperate with each other to prepare and file a proxy
statement with respect to the Merger with the
The Merger Agreement provides that the Company may be required to pay Ali a
termination fee equal to
Item 1.02 Termination of a Material Definitive Agreement
On
On
Item 8.01 Other Events
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJuly 14, 2021 , by and amongAli Holding S.r .l.,Ali Group North America Corporation and Ascend Merger Corp* 99.1 Press Release, datedJuly 14, 2021 , jointly issued byAli Holding S.r.l. andWelbilt, Inc. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
*Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Exchange Act. Such forward-looking statements, including
those regarding the timing and consummation of the Merger, involve risks and
uncertainties, including, but are not limited to, the following factors: the
risk that the conditions to the closing of the Merger are not satisfied,
including the risk that required approvals of Merger from the stockholders of
the Company or from regulators are not obtained; litigation relating to any
transaction; and uncertainties as to the timing of the consummation of the
Merger and the ability of the parties to consummate the Merger. Other factors
that might cause such a difference include those discussed in the Company's
filings with the
Additional Information about the Merger and Where to Find It
In connection with the Merger, the Company will prepare a proxy statement to be
filed with the
Participants in the Solicitation
The Company and its directors and officers may be deemed to be participants in
the solicitation of proxies from the Company's stockholders with respect to the
Merger. Information about the Company's directors and executive officers and
their ownership of the Company's common stock is set forth in the proxy
statement for the Company's 2021 Annual Meeting of Stockholders, which was filed
with the
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