EXA CORPORATION (NASDAQ:EXA) Files An 8-K Completion of Acquisition or Disposition of Assets
ME Staff 8-k
EXA CORPORATION (NASDAQ:EXA) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
The Offer and withdrawal rights expired at 12:00 midnight, New York City time, at the end of the day on November16, 2017 (such date and time, the “Expiration Time”). Computershare Trust Company, N.A., the depositary for the Offer, has advised that, as of the Expiration Time, 12,383,691 Shares had been validly tendered and not properly withdrawn to the Offer, representing approximately 71% of the aggregate number of the then issued and outstanding Shares. In addition, the depositary has advised that, as of the Expiration Time, 18,202 Shares had been tendered by Notice of Guaranteed Delivery, representing less than 1% of the aggregate number of the then issued and outstanding Shares. Accordingly, the minimum tender condition to the Offer has been satisfied. As a result of the satisfaction of the foregoing condition and each of the other conditions to the Offer, Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn to the Offer.
On November17, 2017, to the terms of the Merger Agreement and in accordance with Section251(h)of the Delaware General Corporation Law (the “DGCL”), Purchaser was merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon completion of the Merger, the Company became a wholly owned subsidiary of Parent, which is an indirect wholly owned subsidiary of Dassault Systèmes S.E., a European Company incorporated in France (“Dassault Systèmes”).
At the effective time of the Merger (the “Effective Time”) and to the terms and conditions of the Merger Agreement, each Share, other than Shares outstanding immediately prior to the Effective Time owned by the Company, Parent or Purchaser, or by stockholders who have validly exercised their appraisal rights under Delaware law, was canceled and converted into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof on the terms and subject to the conditions set forth in the Merger Agreement.
to the Merger Agreement, each option to acquire Shares granted under a Company equity plan that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested or exercisable, became fully vested and exercisable immediately prior to the Effective Time. Each option granted under a Company equity plan that was outstanding and unexercised as of the Effective Time and that had an exercise price per Share that was less than the Offer Price was automatically canceled at the Effective Time in exchange for the right to receive an amount in cash equal to the product of the excess of the Offer Price over the applicable exercise price per Share of such option and the aggregate number of Shares issuable upon exercise of such option, less any required withholding taxes. Each option granted under a Company equity plan that was outstanding and unexercised as of the
Effective Time and that had an exercise price per Share that was equal to or greater than the Offer Price was canceled effective as of the Effective Time for no consideration. to the Merger Agreement, each restricted stock unit granted by the Company under a Company equity plan that was outstanding as of immediately prior to the Effective Time became fully vested and was canceled as of the Effective Time, in exchange for the right to receive an amount in cash equal to the product of the Offer Price and the aggregate number of vested Shares subject to such restricted stock unit.
The aggregate consideration paid to the Company’s stockholders in the Offer and Merger was approximately $372 million, without giving effect to related transaction fees and expenses. Parent and Dassault Systèmes funded the aggregate purchase price and related fees and expenses from cash on hand.
The foregoing summary of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit2.1 to the Current Report on Form8-K filed by the Company with the SEC on September28, 2017 and is incorporated herein by reference.
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
In connection with the closing of the Merger, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) on November17, 2017 that the Merger had been consummated, and trading of the common stock of the Company on The NASDAQ Global Market has been suspended. Accordingly, NASDAQ has filed a notification of delisting of the Company’s common stock from The NASDAQ Global Market and deregistration of the Company’s common stock under Section12(b)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form25 with the SEC. The Company intends to file a certification on Form15 with the SEC to cause the Company’s reporting obligations under Sections 13 and 15(d)of the Exchange Act to be suspended.
Item 3.03.Material Modification to Rights of Security Holders.
The information set forth in Item 2.01 of this Current Report on Form8-K is incorporated herein by reference.
Item 5.01.Changes in Control of the Registrant.
As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger to Section251(h)of the DGCL on November17, 2017, a change in control of the Company occurred and the Company now is a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Dassault Systèmes.
The information disclosed under Item 2.01 and Item 5.02 of this Current Report on Form8-K is incorporated by reference into this Item 5.01.
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Merger, as contemplated by the Merger Agreement, Stephen Remondi, John J. Shields,III, John William Poduska, Robert Burke, Mark Fusco and Wayne Mackie are no longer members of the Company’s board of directors, effective as of the Effective Time. Upon consummation of the Merger, the following persons, who were members of the board of directors
of Purchaser, became the new members of the board of directors of the Company: Bernard Charlès, Thibault de Tersant, and Mark Neil.
Upon consummation of the Merger and to the Merger Agreement, at the Effective Time, the officers of Purchaser immediately prior to the Effective Time became the officers of the Company, and Bernard Charlès became Chief Executive Officer and Chairman of the Board of the Company, Thibault de Tersant became Chief Financial Officer, Treasurer& Assistant Secretary of the Company and Mark Neil became Secretary of the Company by operation of the Merger Agreement.
Information about each of Bernard Charlès, Thibault de Tersant, and Mark Neil is contained in the Offer to Purchase, which information is incorporated herein by reference.
Item 5.03.Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety in the forms filed as Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
2.1 Agreement and Plan of Merger dated September27, 2017, by and among Dassault Systemes Simulia Corp., 3DS Acquisition 3 Corp. and Exa Corporation (incorporated by reference to Exhibit2.1 to the Company’s Current Report on Form8-K filed with the SEC on September28, 2017).
3.1 Amended and Restated Certificate of Incorporation of Exa Corporation.
3.2 Amended and Restated By-laws of Exa Corporation.
EXA CORP ExhibitEX-3.1 2 a17-26438_3ex3d1.htm EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXA CORPORATION ARTICLE I Name The name of the corporation is Exa Corporation (the Corporation). ARTICLE II Registered Office and Registered Agent The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company,…To view the full exhibit click here About EXA CORPORATION (NASDAQ:EXA) Exa Corporation develops, sells and supports simulation software and services that manufacturers use in design and engineering processes. The Company focuses primarily on the ground transportation market, including manufacturers in the passenger vehicle, highway truck, off-highway vehicle and train markets, as well as their suppliers. Its product, PowerFLOW, is a software solution for simulating fluid flow problems, including aerodynamics, thermal management and aeroacoustics, or wind noise. PowerFLOW uses its Digital Physics technology that enables it to predict fluid flows. PowerFLOW directly simulates unpredictable turbulent scales. The PowerFLOW software suite includes the simulation engine and grid generation engine, along with pre- and post-processing software products. The software is delivered in client/server architecture, or through its cloud-based offering, ExaCLOUD. With the ExaCLOUD solution, various client features and functions are accessed through a Web browser.