Callidus Software Inc. (NASDAQ:CALD) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets.
On April5, 2018, to the terms and conditions of the Agreement and Plan of Merger, dated as of January29, 2018 (the “Merger Agreement”), by and among Callidus Software Inc., a Delaware corporation (the “Company”), SAP America,Inc., a Delaware corporation (“Parent”), and Emerson One Acquisition Corp., a Delaware corporation and (prior to the Merger) a wholly-owned subsidiary of Parent (“Merger Sub”), the Company and Parent completed the previously announced merger (the “Merger”) of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) in the Merger. At the effective time of the Merger (the “Effective Time”), the Company became a wholly-owned subsidiary of Parent.
Common Stock. At the Effective Time, each share of Company common stock, par value $0.001 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $36.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”), other than shares held by the Company as treasury stock or owned of record by any of the Company’s wholly-owned subsidiaries, which shares were cancelled without payment.
Stock Options. At the Effective Time, each Company stock option that was unexpired, unexercised and outstanding as of the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive from the Surviving Corporation an amount in cash equal to the product of (x)the aggregate number of shares of Company Common Stock subject to such Company stock option and (y)the excess, if any, of the per share Merger Consideration over the applicable per share exercise price of such Company stock option.
Vested RSUs and PSUs. At the Effective Time, each time-based restricted stock unit (“RSU”) or performance-based restricted stock unit (“PSU”) that was vested but not yet settled as of the Effective Time was cancelled in exchange for the right to receive the per share Merger Consideration in respect of each vested and unissued share of Company Common Stock underlying such RSU or PSU.
Unvested RSUs. At the Effective Time, each RSU granted prior to January29, 2018 (other than RSUs held by the Company’s non-employee directors), that remained outstanding immediately prior to, and was not vested immediately prior to, the Effective Time was cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Company Common Stock underlying such RSU, with such right to vest and become payable by the Surviving Corporation on the date upon which each such corresponding RSU would have vested under the time-based vesting terms and conditions (including any “double trigger” acceleration provisions upon a qualifying termination) set forth in the applicable award agreement or other agreement governing such RSU. If such terms and conditions are not satisfied and such right does not otherwise vest to the terms of the applicable award agreement or other agreement, no cash payment will be made with respect to such RSU.
Unvested 2018 RSUs. At the Effective Time, each RSU granted on or after January29, 2018 (the “2018 RSUs”), was cancelled and converted into a cash-settled restricted stock unit denominated in the publicly traded shares of SAP SE, a European Company (Societas Europaea) organized under the laws of Germany and the European Union and the ultimate parent of Parent, to an exchange ratio determined based on SAP SE’s average closing price over the five trading days immediately prior to the Effective Time, and remains subject to the time-based vesting terms and conditions (including any “double-trigger” acceleration provisions upon a qualifying termination) set forth in the applicable award agreement governing such 2018 RSU. Upon a given vesting date, the payment amount for the portion of each such 2018 RSU that vests will be determined based on SAP SE’s average closing price over the five trading days immediately prior to the date upon which such portion would have vested under the time-based vesting terms and conditions set forth in the award agreement governing such 2018 RSU. Each such cash payment will be paid through the payroll system of the Surviving Corporation after the applicable vesting date set forth in the award agreement governing such 2018 RSU, but not later than the month following such vesting date.
Unvested PSUs. At the Effective Time, each PSU that remained outstanding immediately prior to, and was not vested immediately prior to, the Effective Time was (x)deemed earned and credited for performance, with respect to any uncompleted performance period as of the date of the Merger Agreement at the pay-out levels set forth in accordance with the Merger Agreement (which were determined based on actual performance levels through 2017, except that uncompleted performance periods for PSUs granted in 2017 were deemed to be earned at 50% of target, resulting in assumed 92% achievement for the full 2017 – 2019 performance cycle) and (y)cancelled and converted into the unvested right to receive in cash the per share Merger Consideration for each share of Company Common Stock underlying such PSU (after giving effect to the foregoing crediting of performance metrics), with such payment to vest and become payable on the date upon which such PSU would have vested under the time-based vesting terms and conditions (including any “double-trigger” acceleration provisions upon a qualifying termination) applicable to such PSU immediately prior to the Effective Time. If such terms and conditions are not satisfied and such right does not otherwise vest to the terms of the applicable change of control agreement, no cash payment will be made with respect to such PSU.
